Ever Wonder what's up There?
by CodenameOne
Summary: In the year 2531 Princess Celestia begins to wonder if her ponies are the only sentient forms of life in the universe besides Equestria's other native species, and so she broadcasts a message of open invitation across the stars. She may soon regret her decision, however, as not all who tuned in are friendly.
1. Chapter 1: Messages from the Stars

**Foreword: So I thought I'd try my hand at a Halo/MLP crossover, since there are very few crossovers of the type and the ones that are out there are actually RedVsBlue/MLP crossovers or really weird ones with outrageous OC ponies that would be better suited as humans. So, here's my own story and I promise there will be no OC ponies! The only OCs are on the Halo side of things. So sit back and enjoy, I hope you will enjoy reading as much as I enjoy writing.**

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><p><strong> Ever wonder what's up there?<br>**

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><p><span>February 9th<span>, 2531  
><span>Procyon system<span>  
>UNSC destroyer <em>Marathon<br>_Ship-master: Commander Michael Preston  
><span>Mission: Classified<span>  
><span>Destination: Unspecified<span>

**Chapter one  
><strong>**Messages from the stars**

_"…And so every night and day we raise the celestial bodies that grant life upon our planet. Join us, and we will live in harmony everlasting"_

Commander Preston replayed the message several times, his ship having intercepted it while on patrol in the Procyon system. "That's all we received and the message just repeats, Sir. Doesn't say who recorded it, who sent it, or where it's from" the communications officer, Lieutenant Jeff Chambers said as he sat at his station, studying the strange message that they mysteriously received.

"Well we know who ever recorded it is female" Commander Preston stated, listening once again as the message played. The voice was regal but silky, smooth but firm. It reminded the Commander of his mother's voice.

"_And so every night and day we raise the celestial bodies…" _the message started, Preston tuned it out as he went over the possible meaning of the message.

_What the fuck does that mean? Is she trying to tell us that she raises the sun and moon? Preposterous _the Commander mused, tapping a pen against his chin.

"Can we trace the message? See where it originated from?" Preston asked his comms officer, who briefly looked his console over before turning to face the Commander.

"Sir, it appears the message has no known origin. That or it's being disguised" Lieutenant Chambers answered, turning back to his station.

"So we received a message from a mysterious and unknown source, telling us to come to them, without so much as a dotted line to follow? That's fantastic" Commander Preston sarcastically exclaimed, sighing as he sat down in his captain's chair.

"Plot a slip space jump, random heading. Maybe we'll stumble across the source of this message" Commander Preston ordered his navigation officer, Lieutenant Anthony West.

"Aye, aye, Sir" West replied, typing in the necessary commands.

"I hope you know what you're doing" the ship's Artificial Intelligence, Everlasting Fall, said with a tone of mischief in his voice.

"Me too" Commander Preston responded, turning to stare out of the view port of his ship, the UNSC _Marathon_. The _Marathon _by design was outfitted with special equipment for this particular mission; find other life in the universe.

_We all know how well that went the first time _Preston thought bitterly as he looked over at Arcadia colony as the Covenant ships descended upon it, several UNSC ships moved to intercept, including the _Pillar of Autumn._

The enemy paid no mind to the UNSC as they rocketed towards the surface of the planet, intent on getting troops on the ground. "Commander, if I may, I would like to express my concerns regarding this mission" the weapons officer, Lieutenant Tiffany Gates, said.

"Continue, Lieutenant" Preston replied, curious to see what one of his most trusted officers had to say about their assignment.

"We're flying blind into uncharted territory with no escorts and no knowledge of what we find; what if we find more Covenant? Or an equally hostile species? What if we discover some kind of parasitic life-form intent on galactic extinction?" Lieutenant Gates ranted.

"What if we don't find anything at all?" Commander Preston asked, suggesting that they may end this mission empty handed.

"Get us out of here" Preston ordered, Lieutenant West complied and soon they were rocketing through the realm of slip space, no knowledge of where they'd end up.

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><p>"My name is Princess Celestia of Equestria; we are here waiting for visitors from beyond the stars. If you are listening then we would greatly enjoy meeting you. If you want to learn more about me then you would do well to know that I am an Alicorn; a mix of a Unicorn and a Pegasus. I have a sister named Princess Luna; together we benevolently rule a land of peace and happiness. But perhaps the most important detail about is that we are immortal goddesses with the power to move entire stars, and so every night and day we raise the celestial bodies that grant life upon our planet. Join us, and we will live in harmony everlasting" the regal ruler of Equestria said as she recorded a message using the magic her horn provided. Then, using the same magic, she broadcasted the message to the far reaches of space.<p>

"Think anyone will get it?" Princess Luna asked as she stood next to the sun goddess, her sister. The two were standing on a balcony on the palace that was their home in the royal city of Canterlot, built on to the side of a mountain.

"I don't know; all we can do is hope that someone is listening" Celestia replied as she turned away to step back into her room, situated in a tower high above the streets of the city.

"I'm not entirely convinced there's anything out there, a thousand years on the moon and I didn't see anything but stars and other planets" Princess Luna said, she was quite the pessimist when it came to the existence of sentient life-forms from other planets.

"We have sat alone amongst the stars for as long as anypony can remember, and while there is no scientific evidence it would be foolish to assume we are the only intelligent beings in the galaxy" Celestia retorted.

"Aren't you worried that hostile species will receive that message?" Luna inquired; she was clearly worried about this whole plan.

"My dear sister who could possibly want to be hostile with us? All in this country are friendly and peaceful, if I was worried about hostile aliens descending upon us then I would not have sent an open invitation to come to our planet" Celestia explained.

"Bad aliens do exist out there, it would be foolish to assume that all will be friendly" Luna countered, mocking what her sister had said moments prior.

"You've been reading to many Horsen Wells novels; trust me when I say I'm confident a friendly species will find us. Perhaps they'll have interesting goods to trade with us, doesn't that sound exciting; the prospect of being able to study alien technology?" Celestia inquired, trying to get her sister to lighten up.

"That does sound like fun" Luna admitted, a bright smile coming to her face. "See? You should always think positively no matter what situation you're in" Princess Celestia declared, lying down on her bed while her sister perused the selection of books on Celestia's shelves.

"Has Equestria ever been visited from aliens before?" Luna asked, searching for any non-fiction tomes about extra-terrestrial life. She kept coming up empty-hoofed.

"We've been around since the formation of Equestria and neither of us have found any evidence to support the possibility that aliens once resided here. No, I do not believe we have ever had contact with other species" Celestia answered, ending their discussion.

"If you will excuse me, Luna, I have royal duties to attend to" Celestia said as she stood from her bed, heading for the door.

"Yes, of course. Whatever you say, 'Tia" Luna absent-mindedly replying, Celestia decided to have some fun with her.

"Luna, I think the sun is far cooler than the moon" Celestia said, teasing her younger sibling who was still searching for books on aliens that weren't fantastical tales of intergalactic war.

"Yeah, that's great 'Tia" the night princess replied.

"Luna, would you like to join me this weekend when I go pole-dancing for the Diamond Dogs?" Celestia asked, barely stifling her laughter.

"Uh-huh, yeah, that's nice" Luna answered as she pulled down several books that looked as if they would help her, setting them aside she began to look for more.

"Luna, I got a message from a stallion named Big Macintosh and he said that he'd like to stick his apples in your mouth, doesn't that sound fun?" at this point Celestia was making up all sorts of things to mess with her sister.

"Yeah, that sounds excell-wait, what?" Luna asked in dismay, turning to face the sun goddess as she rolled on the floor, laughing.

A pillow took to the air as Princess Luna raised it up with her magic and threw it at her older sister, feathers flying out as the pillow struck her mischievous sister.

"Very funny, 'Tia."

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><p>July 21st, 2531<br>Procyon system  
>Covenant CSO-class supercarrier <em>Divine Wind<br>_Ship-master: Thar 'Saramee  
><span>Mission: find new species to absorb into the Covenant<span>

_"…Qid ti crey ard nim ay ouse veh revatloe giccq jan vaint vil aaum zor qeont. Maur li, qid ouse uyl lar vaupalty zertauisin" _the message boomed from the bridge loudspeakers.

_Strange language _Ship-master Thar 'Saramee mused, looking over the message. Thar couldn't understand a word that had been said but it did sound like the language the humans spoke.

Even thinking about the humans made Thar cringe in disgust, for the last six years the Covenant had waged war against the vile beings. They had been declared by the Prophets a direct affront to the beings the Covenant worshipped; the Forerunners.

_If it is humans then we'll just glass their planet, if it's another species then we'll offer them a chance to join us _'Saramee decided, though it was hard to think of it as another species when they use the same language as the humans.

"Clearly this message is a sign from the gods; they want us to find whoever sent this. Whether to destroy them or absorb them I do not know, but it is not my place to question the Forerunners" Thar's second in command, an aristocrat named Rav 'Taramai, spoke up.

Aristocrats are rare members of Sangheili society in that they are individuals, whose skills are well enough to be given the title of swordsman and their own personal energy sword, having rightfully obtained the Aristocrat title by displaying exceptional combat prowess.

Of course Thar was also an Aristocrat, as most Ship-masters of the Covenant navy, though he had a very special blade that had been passed down through the generations of his family. Aristocrats are not allowed to marry for ceremonial reasons but Thar had his sword long before he acquired the title.

_A family heirloom, given to me by my uncle. This blade has taken the blood of many enemies, and is bestowed with great personal honor _Thar mused, looking down at the handle of his sword attached to the side of his leg.

"You are most correct, 'Taramai. Prepare for slip space jump, let us do the gods' bidding and find the sender of this mysterious message" Thar declared, earning dedicated roars from his subordinates.

"Communications, record the following message and send it to the same place we received the original message from" Thar ordered, preparing to recite an age old response.

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><p>"Luna! Luna, come quick! I received a message from space! Someone <em>was <em>listening!" Celestia cried out as she charged into her chambers, excited to let her sister listen to the message.

Luna stood from the bed and approached her giddy sister, smiling. "Well it seems you were right, 'Tia. There is intelligent life out there" the night Princess said.

"I'm always right, Lu. Here, take a listen" Celestia declared, preparing to play the message.

_"We are the Covenant. We seek salvation amongst the stars, ever searching for the Sacred Rings. If you are there, we will come. Thou who believe will be saved by the gods."_

"Isn't this exciting?" Celestia asked, Luna was worried however.

"Is that the original message?" she inquired.

"No, I had to translate it. Why?" Celestia said, her smile faded until it was replaced with her usual calm demeanor.

"When the aliens do arrive we'll have to greet them, and we'll have to translate what they're saying. What if they're hostile?" Luna asked, expressing her original concern.

"Luna, did you even listen to the message? The aliens that heard our message our clearly religious. What kind of religious species would be hostile?" the sun goddess replied, getting mildly frustrated with her sister's doubt.

"What if other species heard this message? These religious aliens may be friendly but the others who tuned in might not be" Luna declared, putting a new worry out on the table.

"Stop worrying, Luna. Everything will be fine" Celestia assured her, placing a hoof on her sister's shoulder.

"I hope so, for the sake of our species I sure hope you're right" Princess Luna shook her head.

"You have nothing to fear, Lu. And look on the bright side; they speak in the same way you do!" Celestia joked, referring to the alien's usage of the word 'thou'.

Luna merely rolled her eyes.

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><p><strong>Author's note: so the premise has been set, and two factions currently at war with one-another have received open invitation to the most peaceful place in the galaxy. Sounds like a winner to me.<br>****I would like to thank Mr. Michael Blackburn for beta-reading this chapter.**

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><p><em>Legal note: Commander Michael Preston, Thar 'Saramee, Rav 'Taramai, and all other related characters are copyright to me. Twilight Sparkle and the rest of the ponies belong to Hasbro. Halo belongs to 343 Industries.<em>


	2. Chapter 2: First Contact

**Despite several implications in this chapter there will be NO shipping and NO sex in this story. There might be confessions of love, however, but no legit shipping will occur.**

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><p><strong>Chapter Two<strong>

**First contact**

February 10th, 2531

Unknown star system

Covenant CSO-class supercarrier _Divine Wind_

Ship-master: Thar 'Saramee

Mission: find new species to absorb into the Covenant

"It seems this system has only one planet, sir. I have scanned the closest continent and have discovered that the only inhabitants are beings the humans call 'ponies'" the _Divine Wind_'s operations officer declared.

Thar 'Saramee sighed in disappointment, though he already decided to at least enter the atmosphere of the planet. Perhaps there would be valuable Forerunner artifacts or structures on the surface, his mission was to find other aliens to absorb into the Covenant but Forerunner artifacts would definitely mean more honor when he returned to the Covenant home city; _High Charity._

"Prepare to enter the atmosphere, and be sure to scan the rest of the planet for any other species" Thar ordered, his operations officer complied.

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><p>Twilight Sparkle smiled as she stepped out of her library home in the town of Ponyville, breathing in the crisp and clean afternoon air. She could hear the noises emanating from the town proper some distance away and was reminded that she needed to go see her friend Rarity.<p>

Twilight closed the door of her home using her horn; she was a lavender-colored Unicorn with a dark blue mane and tail, both of which had a purple and pink streak running through them. And, though she doesn't like to brag, she is the personal student of Princess Celestia.

Happily trotting through the streets she occupied herself by musing over the tasks that she was to do on this day.

_Pick up my order from Rarity, pick up an order of apples from Applejack, resume my studies at the library, and maybe let Spike have the day off _she thought, her thoughts drifted to the latter two individuals she mentioned.

_Applejack, wielder of the Element of Harmony 'Honesty', which represents her greatest personality trait. And Spike, my oldest friend and number one assistant, even if he is a baby dragon _the Unicorn mused.

As she neared Rarity's home and store, an establishment named Carousel Boutique, she noticed a mild commotion as a number of ponies were excitedly chatting about something they had seen in the sky. Twilight paid them no mind as she entered Carousel Boutique, a bell mounted above the entrance jingled as it was struck by the door.

"Just a minute!" a regal voice emanated from a back room, Sparkle recognized it as that of Rarity's.

"Rarity, it's me, Twilight!" the lavender Unicorn called out, a few moments her friend appeared in the room.

"Ah, Twilight. To what do I owe the pleasure of this visit to, hm?" Rarity asked, her excellently coiffed purple mane bouncing as she approached the purple mare.

Rarity was another Unicorn and the only other one of her race that Twilight was friends with; with a white coat and all-purple mane and tail she was quite the sight to behold.

Twilight blushed at her thoughts and shook them clear, she was here to pick up her dress, not make eyes at her best friend. "I'm just here to pick up that dress I requested" the lavender Unicorn finally answered.

"Oh! Of course, wait just a moment" Rarity stated before turning and walking back into the back room.

Twilight could still hear the commotion from outside, it seemed to be increasing as more and ponies frantically talked and milled about. All of them were looking up at the sky.

_They're probably watching Rainbow Dash do some new trick _Twilight decided, thinking about her Pegasus friend. Rainbow Dash was a light-blue Pegasus with a rainbow mane and tail, famous all over Equestria for being the only Pegasus in existence to do the Sonic Rainboom.

Rarity came out and handed Twilight her dress, the lavender Unicorn thanked and paid her for it and then stepped back outside. The commotion and her own curiosity were insufferable now, forcing her to look up at the sky.

When she saw what everypony was looking at she gasped and dropped her new dress on the ground, a few moments later Rarity came out and began to berate her for dropping her gift on the dirty ground before looking up and theatrically fainting.

In the sky, hovering high above the surface of Equestria was a massive shape; roughly seventeen miles in length and sporting a silvery color. It was comprised of several bulbous sections and a massive hook-like prow made up the front of the strange thing.

"What is that?" Twilight wondered, scrutinizing the object more carefully.

"I haven't the slightest idea" Rarity replied, having regained consciousness.

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><p>"Ship-master, it appears that there are several towns in the vicinity" the <em>Divine Wind<em>'soperations officer declared.

"They must be uninhabited then, perhaps they are Forerunner ruins" Rav conjectured, Thar stared at his holographic display in wonder.

"Bring us to the closest town, and ready the gravity lift. I'm going down there" Thar ordered, the navigation officer hesitated for only a second before directing the ship to a moderately-sized hamlet.

"Rav, you have control of this vessel while I'm gone. Do try and not break anything" Thar gently commanded, Rav saluted the Ship-master.

"I won't let you down, Excellency" Rav declared, Thar stepped past him and proceeded through the winding corridors of his ship before finally stepping into the small storage bay that housed the opening for the gravity lift.

Thar took with him only his energy sword and the most elegant of his armor; he was confident that he would find no resistance from ponies but it was considered a disgrace to his family name to ever take his sword off his person.

The gravity lift activated and Thar 'Saramee gently floated down to the surface of the planet.

Twilight watched in a mixture of fascination and horror as the strange craft slowly began to move until it was hovering over Ponyville. A cylinder of purple light streamed down from the bottom of the craft until it stopped against the ground, several seconds later a strange and frankly terrifying creature descended from the craft, floating down on the inside of the purple light-cylinder.

The creature was massive, easily seven feet tall, and was adorned in a mysterious material that reflected the glow of the evening sun. The material was a dark-red or maroon and was relatively smooth, with the exception of the shoulders which sported massive pauldrons that extended up in a sharp point before tapering off high above the head.

Perhaps the strangest aspect of the creature was that it was standing upright on its hind-legs, which seemed perfectly normal given that Twilight could detect no visible signs of discomfort as it stood this way. Coming to its head Twilight could see that the mouth was comprised of four mandibles that didn't cover the mouth all the way, allowing all to see the hole that was the esophagus. It occurred to Twilight that the mandibles were essentially the creature's lips, a fact which was confirmed when it spoke to them.

"Ik mar ell reve laimaew" the creature said, the ponies that had begun to crowd stepped back, which seemed to surprise the alien.

Twilight stepped forward, hoping that the alien wasn't violent.

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><p>"Where in the name of the gods am I?" Thar 'Saramee asked, all around him were multiple ponies, Unicorns, and even Pegasi. They were all assorted colors and were looking at him like they were intelligent. Which Thar discovered was true when a purple Unicorn spoke to him.<p>

"Ay oie cavalq vlardio" the Unicorn said plainly, though Thar couldn't understand a single word. In a fit of fear Thar pulled out his energy sword and activated it, making the Unicorn step back a few inches, confirming his suspicions that they were intelligent.

Thar deactivated his sword, making a mental note to restore his honor as soon as possible as he had drawn a weapon and not used it.

Sighing in resignation Thar attempted to speak with the ponies. "I am Thar 'Saramee, Ship-master of the Covenant CSO-class supercarrier _Divine Wind_ and member of the Sangheili race, from the planet Sanghelios" Thar stated in clear pronunciation, hoping to get his point across as he introduced himself.

The only reaction he received was the ponies stepping back, they were clearly terrified of him and it was likely they hadn't understood anything he said.

Suddenly there was a bright flash and another pony appeared before Thar, causing him to step back and assume a defensive pose. The Ship-master noticed that this particular pony was a mix of a Pegasus and a Unicorn; she was wearing a few ornamental pieces that clearly denoted that she was held in a position of high honor and respect.

The pony raised her massive wings to calm the others around her before taking a tentative step towards Thar Saramee.

"I am Princess Celestia, welcome to Equestria" the pony said in perfect Sangheili, Thar lowered his hands realizing that these beings weren't hostile.

"Thar 'Saramee, Ship-master of the supercarrier _Divine Wind _and seventh generation warrior of the 'Saram family" the Ship-master declared with pride as he introduced himself to the Alicorn.

Princess Celestia understood none of that but the name and the warrior title, she was confident however that she would learn all about this alien in due time. "I apologize for the behavior of my subjects but you must understand the last thing they expected was for a massive biped and his ship to descend from the sky" Celestia said with a smile on her face.

"They didn't attack me so there are no hostile feelings, I have come here as part of a mission assigned to me by the Hierarchs. We peacefully request that you join our religion" Thar stated, Celestia frowned and glanced back at the crowd of ponies which was increasing in size.

"Join…your religion? I'm sorry I'm not too familiar with what your religion is. Do you mind giving me some brief pointers?" Celestia asked.

Thar's face was painted in the Sangheili version of a prideful smile. "I am part of a member species of the Covenant, a conglomeration of alien races that worship the Forerunners; ancient gods that once ruled the entire galaxy. All members of the Covenant seek seven rings known as Halos which were used by the Forerunners to become gods, we wish to find these sacred rings and become gods ourselves" Thar explained.

Celestia raised an eyebrow, rings that could turn sentient beings into gods? It didn't seem that possible but then again Celestia was already an immortal goddess.

"I'm already a goddess so I don't require these Halos. However, it is possible that the rest of the ponies on this planet would like to join you" Celestia said.

Thar perked up at this. "You are a goddess? By the gods, I didn't know. I am sorry!" Thar exclaimed as he bowed before the Princess.

"It's alright, you may rise" Celestia informed him, Thar immediately rose off the ground, allowing the Princess to ask more questions.

"What would be required of us if we joined the Covenant?" she inquired, Thar answered without hesitation.

"Not much; your subjects would only be asked to believe wholeheartedly in the Forerunners and express everlasting loyalty to the Hierarchs" Thar answered.

"They're already loyal to me" Celestia flatly replied, Thar grew nervous at her menacing tone.

"I apologize, but it's entirely possible for your subjects to be loyal to you and the Hierarchs" Thar suggested.

"They are loyal to me and me only" Celestia informed him, she didn't like where Thar was going in this debate.

However he was in no position to disobey a goddess, especially one that was possibly made by the Forerunners.

"I apologize again, I won't pressure you further. We will be leaving" Thar said as he began to step back towards the gravity lift.

"Wait! Don't you want to stay? We are greatly honored to have you here as our guests" Celestia told him, making the Sangheili stop in thought.

"If you insist then I have no right to disobey you" the Ship-master replied, turning back to face the sun goddess.

"Good" Celestia exclaimed in satisfaction, she turned back to her subjects and informed them of the situation in their language. The crowd dispersed and went their separate ways with the exception of the lavender Unicorn which had so bravely spoken to Thar.

Thar tuned out their conversation as he took a look around the town, perusing the quaint village. It was quite peaceful, and there were obvious signs that the Forerunners or any other life had never once inhabited the planet.

"Excuse me?" a meek but friendly voice spoke up, Thar noticed it was quite different from the Goddess's.

Thar turned back to see that the Goddess was gone; the being trying to speak with him was the lavender Unicorn.

"I am Twilight Sparkle, what's your name?" she asked sweetly, craning her head all the way up to look Thar in the eyes.

"I am Thar 'Saramee" the Sangheili replied, feeling like he was stuck in an endless loop.

"What a strange name. I mean no offense!" the Unicorn declared, she obviously didn't want to upset or anger the alien.

"Your name is just as strange to me. In fact, this whole place is quite strange. Much different from Sanghelios" Thar said, trailing off as he thought about his species' home planet.

"Is there anything in particular you want to discuss or can I be on my way?" Thar asked, he wanted nothing more than to tour this village.

"Well I just want us to get to know each other, we're of two different species, shouldn't we interact a bit before you go wandering off? Besides, Princess Celestia told me to keep an eye on you" Twilight replied.

At the mention of the Goddess Thar immediately dropped to one knee and bowed before the Unicorn, if she was to be his keeper as commanded by the Goddess then he would do whatever she asked.

"Oh, you can rise now" Twilight said, blushing at the Ship-master's display of subservience.

"Ask me anything you want to know" Thar offered, Twilight waved a hoof to signal for him to follow her.

"Come with me to my home, we have a great many things to talk about" Twilight stated, Thar complied but took a moment to tell his men aboard the ship to stay on it; there was no danger here, and Thar wanted to stay for a little while.

He also told them to turn the gravity lift off and to take the ship back over the forest near the town.

They reached a large tree which had been apparently turned into a house; the door was enveloped in a purple aura as Twilight opened it with her magic. Thar made a note to ask her about the magic when the time came.

The inside of the tree was in fact a library, shelves everywhere were stocked with books and there were multiple posters about reading spread around.

Of course Thar assumed they were about reading, he hadn't the slightest idea as to what the posters were about as they had been written in the ponies' language.

"Do you want to go first or should I?" Twilight asked, gathering up a sheet of paper, a bottle of ink, and a quill.

"You may make that decision, I haven't the right to choose for a Goddess" Thar answered, causing Twilight to blush.

"I'm no goddess, I'm just the personal student of one" the lavender Unicorn told him, her cheeks still red.

"We'll start with you; your name is Thar 'Saramee, but that's all I know. Tell me more" Twilight requested.

Thar could only comply

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><p>When Twilight finished her questions it was well into the night and Thar had returned to the <em>Divine Wind<em>, standing on the bridge as he looked over the village he had his first encounter in. According to the locals it was called Ponyville, a simple but insignificant title.

_Twilight Sparkle…_

The pony occupying the Ship-master's thoughts had asked him all sorts of questions pertaining to the Sangheili, questions that Thar answered with utmost pride. The two had spent the entire afternoon talking, a scenario Thar would like to partake in again in the future with a wife.

_In due time. Now, let us direct our attention elsewhere _Thar thought, he looked around the bridge, listening to the gentle hum of the holographic displays.

"Excellency the Hierarchs wish to speak with you" the _Wind_'s communications officer informed 'Saramee.

"Put it up" Thar commanded, a few seconds later the Prophet of Truth's face appeared before Thar on the main display.

_"Ship-master 'Saramee, I trust you have good news?" _Truth inquired, scrutinizing the Zealot.

"To be honest, Hierarch, I have found nothing but an empty planet. It is possible, however, that there are Forerunner artifacts to be found" Thar lied, causing all on the bridge to bristle at his blatant heresy.

_"Then what are you doing standing around? Begin your search for the artifacts" _Truth ordered, Thar bowed before him.

"As you wish" he replied, Truth's face faded from the display until he was replaced with the view of Ponyville.

"You didn't tell him about the ponies" Rav 'Taramai said, stepping forward. All the officers on the bridge were staring at the Ship-master.

"The Hierarchs will know about the ponies soon enough, I just…" Thar stopped; he had no idea why he was hiding the existence of these ponies from the holy leaders.

He remembered how the Goddess had refused to let the Covenant absorb their species, he then decided to tell them an exciting fact which would quell their fears of him being a heretic.

"Their leader is an immortal Goddess; I have good reason to believe she was created by the Forerunners. If I can prove this then we would be greatly revered throughout the Covenant, if I had told them about the ponies then they would have most certainly not believed our claims and would have dishonored us" Thar explained.

Rav and the officers seemed satisfied by this answer, the latter all turned back to their stations.

"What if you're wrong? What if it turns out their leader isn't a descendant of the Forerunners?" Rav asked, folding his arms over his chest.

"They've already refused to join us; if it turns out she isn't a descendant of the Forerunners then we'll glass this entire planet" Thar assured him, in truth he wasn't entirely sure what he'd do if Celestia wasn't a Forerunner Goddess.

_My duty demands I kill all on the planet but they're just so...cute _Thar mused, greatly alarmed at his thoughts.

_Cute? Why do I think that? What in the name of the Gods is wrong with me! _Thar wondered, shaking his head.

_It doesn't matter, the only thing I should be concerned about is discovering if the Goddess truly is a descendant of the Forerunners._

Thar sighed, looking over at his holographic displays; it was going to be a long night.

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><p><strong>Author's note: this chapter was a bitch to upload, mainly because the site was being a jerk. But I finally got it up, I like to think this story is going along nicely.<br>****I would like to thank Michael Blackburn for beta-reading this chapter.**

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><p><em>Legal note: Thar 'Saramee, Rav 'Taramai, and all related characters belong to me. The Prophet of Truth belongs to 343i. Twilight Sparkle and all related characters belong to Hasbro. Halo belongs to 343i.<em>


	3. Chapter 3: Marathon

**Chapter three**

**_Marathon_**

February 14th, 2531

Unknown star system

UNSC destroyer _Marathon_

Ship-master: Commander Michael Preston

Mission: Classified

Destination: Unspecified

"Commander, are you sure about this?" Lieutenant Tiffany Gates inquired, once again expressing her concern about this mission.

"Yes, Lieutenant, I'm sure. We're going down there, according to the scans the only beings down there are ponies. There's no danger" Commander Preston replied.

"I suppose I can't stop you, Commander. Just be careful down there" Gates requested, almost pleading with the Commander.

"I'll be fine, Lieutenant. Thanks for your concern" Preston said, standing up from the command chair. They had arrived in their current star system just a few hours prior and had found only one planet, the Commander immediately ordered that a drop-ship be prepared so he and an expeditionary team could deploy to the surface.

"Marine Combat Team number seven; prep a light combat load and report to hangar bay number fourteen, prepare for landfall" Commander Preston ordered over the ship's PA system.

"Everlasting Fall; you have control over the ship while I'm gone. Don't steal any classified information, please" Preston ordered the A.I.

_"Of course, Commander" _Fall responded, Preston made his way to hangar bay fourteen where he found the lightly-armed MCT seven patiently waiting next to a D77-TC Pelican drop-ship; big and heavy the Pelican drop-ship was the primary aerial transport for all UNSC forces in the galaxy. With multiple roles such as transport, close-air support, insertion and extraction, and resupply the Pelican could, without question, be the greatest aircraft the UNSC ever designed.

Per Preston's orders the drop-ship was the least armed variant aboard his ship; sporting only the outdated 40mm chin-mounted chain-gun.

"What are we doing standing around? Get aboard" Commander Preston ordered, he and the Marine team boarded the Pelican as the pilots accelerated out of the _Marathon_, rocketing towards the surface of the planet.

* * *

><p>Twilight Sparkle sighed as she stood outside her library in the town of Ponyville, staring at Canterlot. Thar 'Saramee and his assistant, Rav 'Taramai, had opted to stay in Canterlot to discuss the Sangheili and the ponies with the Princess. Thar's ship, <em>Divine Wind<em>, had been ordered to search the rest of the star system to find any other planets.

Twilight had learned a lot about Thar 'Saramee and his species in the few days he was in Ponyville, she had of course written everything down and even had a few sketches for future reference.

Thar 'Saramee was a member of a species known as Sangheili, which were apparently a proud and honor-centric race, focusing on quite frankly archaic beliefs of honor through combat and death.

Twilight had also learned that all Sangheili are bred to be warriors, being taught how to fight from almost birth. She was also told that Sangheili never know their father and are instead raised by an uncle, a fact which saddened Twilight greatly.

In addition to Sangheili culture, society, and anatomy Twilight had also learned about their technology, which was most exciting to the lavender Unicorn.

Thar had personally shown Twilight a device which he called an energy sword, a weapon which held great personal significance to the Ship-master. The energy sword was more ceremonial than it was a weapon, though they were issued on equal fronts.

Twilight had been skeptical about the usefulness of a device which seemed to only have a blade made of light so she had requested a demonstration of the weapon; she led Thar to the edge of the Everfree forest and told him to use the sword to cut down a tree.

In one swift swipe the blade slashed right through a tree as if it were no thicker than air.

This had excited Twilight greatly.

In addition to the sword Thar had showed Twilight a device called the plasma rifle, it was a small H-shaped device held horizontally by the handle connecting the two sides. According to Thar it was a weapon that fired a superheated ionized gas called plasma, and direct hits from the plasma bolts would cause second, third, and fourth-degree burns on any individual it struck.

This had horrified Twilight.

Finally their discussion came to Thar's ship; it was a CSO-class supercarrier designed to carry thousands of single ships called fighters which would engage any threats near the carrier. Though Thar had told the Unicorn that all ships created by the Covenant had weapons installed on them, and he had explained that the weapons were also plasma based.

Twilight sighed again, sad that Thar would be gone for the next few days. She was greatly excited for his eventual return; she had already decided that they would pick up right where they left off. Twilight had a lot of questions to ask about the religious conglomeration his species belong to; the Covenant.

Twilight sighed again, realizing just then that there wasn't much to do in Ponyville today, with winter drawing near most ponies were preparing to bring it in. The only Twilight could think of was going back inside to warm up with Spike.

That last thought reminded Twilight that it was quite cold for a fall day, with the temperature peaking off somewhere around forty.

The student of Celestia was about to head back into the Library when she heard a faint humming which gradually grew louder, she turned her head to the sky and was mildly surprised to see another craft descending down towards Ponyville; the craft had wings but they weren't the kind of wings Pegasi and some dragons were known for.

The craft swooped down and slowed to stop in front of Twilight's library, a hatch on the back opened up and ten bipedal creatures stepped out.

Perhaps Twilight's day wouldn't be that boring.

"Spread out! Look for any signs of sentient life!" one of the bipeds yelled, it seemed that he was some kind of boss to these other individuals as they did what he said.

The aliens were dressed in strange armor quite different from that of Thar 'Saramee's, it was less ornamental and was a dull green color. The boss wasn't wearing any armor, instead he had mysterious pieces of cloth draped over his body, and they reminded Twilight of the Rarity shirt that Spike had once worn.

The heads of the bipeds were adorned with hats seemingly made of metal; in front of each of their eyes was a plate of glass glowing green.

But perhaps most alarming of all was that the aliens seemed to be armed; there were large devices strapped to their backs and each of them had smaller and completely different devices in some kind of retention strap on their legs.

"Excuse me, can I help you?" Twilight asked in a neutral tone, the boss withdrew the device in his retention strap and pointed it at Twilight, whose face was painted in an unknowing fear.

* * *

><p>"Sir did that pony just talk?" one of the Marines asked.<p>

"How can ponies talk?"

"Maybe they're aliens."

"Am I _still _high?"

All these questions rang out from the Marines surrounding the Commander; all were studying the pony very carefully.

"Knock it off, all of you. There's no way in hell that ponies can talk" Commander Preston exclaimed, inserting his M6G/B* back into its holster.

"But I _can_ talk" the pony declared, causing the Commander to pull his M6G/B back out and aim it at the pony.

"What the fuck? This planet must be messing with us" the Marine sergeant, a fellow named Christopher Grimesy stated, rubbing his eyes and taking a better look at the pony.

"What is wrong with you aliens?" the pony inquired, all of them took a fearful step back, including the Commander.

"I don't understand, how is this pony talking?" one of the Marines asked, carefully scrutinizing Twilight.

"Look at her head! There's some kind of horn there!"

"Is she a Unicorn? Unicorns don't exist!"

"Maybe she's an alien" a trooper suggested.

"Enough! Let's just grab it and bring it back to the _Marathon _for study" Commander Preston said, instructing his men to grab Twilight.

"Hey! What are you doing? Put me down! HELP!" Twilight shrieked, causing the Marines to drop her to the ground. A few moments later more ponies came out of their homes in the village.

"Uhhh, what are we doing here, Sarge?" a Marine asked, pulling his MA5K** over his shoulder.

"Commander?" Sergeant Grimesy said, all of the Marines pulled their rifles out while the ponies stared at them in horror.

Before Preston could answer there was a loud "hey!" and suddenly a rainbow blur was streaking towards him, it landed in the midst of the Marines and immediately kicked the Commander's M6G/B from his hands.

"Keep your alien claws off of my friend!" the rainbow-tailed Pegasus pony ordered, standing on her hind legs and thrusting her front legs forward as if she was punching.

"Sergeant! Handle this joker" Commander Preston ordered, Grimesy complied and immediately took a step forward. He was met with a blow to the stomach from the Pegasus.

Seeing that she was clearly hostile the other Marines stepped forward and attempted to subdue her, to no avail as she kicked and punched them all back.

"Come on you creeps! Who wants more?" the Pegasus taunted, she had her back to the Commander.

"That's enough of this bullshit" Preston growled, his grabbed his M6G/B from the front of the gun and approached the Pegasus, who whipped her head around in surprise.

Before she could do anything Commander Preston brought the butt of the handgun smashing down on the ponies' head, knocking her out cold.

"Restrain them and load them into the drop-ship!" Commander Preston shouted, he turned back and saw that more ponies were approaching with menacing looks on their faces.

One pony in particular, an orange mare with a blonde tail and mane that sported a Stetson cowboy hat galloped toward the humans, her intent was very clear.

Commander Preston fired a warning shot into the air to discourage the ponies, all of them backed away with the exception of the orange mare, who was still charging for the drop-ship.

"Oh you must be fucking joking" Preston stated, just as the pony reached him he snapped his leg out and smashed his deck-shoe into the mare's face, catapulting her backwards.

"Get us out of here!"

The Pelican rose into the air and rocketed away from the town, speeding directly back up into space leaving the rest of the ponies on the ground crowding around their orange companion to see if she was OK.

* * *

><p>When Rainbow Dash awoke she was in quite a strange place, she then remembered that her and Twilight had been abducted by bipedal aliens similar, though shorter, to the Sangheili that had been in Ponyville a few days prior.<p>

Dash looked around; she was strapped to some kind of table, lying on her back she realized that in this position she was shamefully exposed. Rainbow tried to cover herself with her tail and only mildly succeeded.

Standing in the same room was the biped that had knocked her out; he was studying Dash's body and didn't yet notice that she was awake.

Rainbow took this opportunity to try and hit him but failed, she was locked down so tight that any sort of movement was impossible.

"Ah, look who has risen. It's about time" the biped said, Dash was surprised that she was able to understand what the aliens were saying. Twilight had been forced to be a translator so her friends and the Sangheili could speak to each other.

"Let me go! What do you want from me?" Dash demanded, she was trying to break free but wasn't able to move an inch.

"All we want is to study you, nothing more. We are quite curious about a species of intelligent ponies, we just want to understand how why you're intelligent" Commander Preston answered.

"What's the big deal? Intelligent ponies aren't anything special" Rainbow Dash told him, Preston shook his head.

"Ponies don't speak where I come from; they're not the least bit intelligent, in fact" the Commander explained, nodding to his scientist friends.

_"Commander, we've received a message" _the communications officer said of the ship's comm system, Preston sighed in frustration.

"Can it wait? We're about to begin the experiments" he asked, he had discovered an intelligent alien species based entirely on a sub-sect of horses, it was greatly important that he learn these creatures' origins.

_"It's from the planet, sources say it's from the same person who sent the message we originally received" _the comm officer, Lieutenant Chambers replied.

_Fuck! _Commander Preston mused; he turned away from the blue Pegasus. "Play the message" Preston requested.

_"Your eyes were so full of hate, none of you could see. Return and we shall negotiate, we are truly friendly" _the same regal voice filled the Commander's ears; he turned back to the Pegasus who glared up at him in anger.

"Prep a drop-ship and MCT-7; tell them to equip a main combat-load. We're gonna return the beings we acquired and hopefully make peace" Preston ordered.

_"Aye, aye, Commander" _Lieutenant Chambers responded.

* * *

><p>The rear hatch of the Pelican dropped and Commander Preston stepped out, standing ten feet away was a massive Alicorn and what looked to be a contingent of guards. The guards were completely immobile but Preston knew at the slightest sign of hostility they would attack.<p>

_Though perhaps not _the Commander mused as he could see fear behind the guards' eyes, they had assuredly heard of what the humans had done and had most likely been told about the devices that made a thunderous roar.

Preston first untied the lavender Unicorn who immediately galloped to the Alicorn's side, upon untying the Pegasus he was almost struck by her hoof. Angered by her act of aggression after he had peacefully returned her the Commander grabbed the hoof and flung the pony towards the Alicorn, the Pegasus rolled and was about to charge when she was stopped by the Alicorn.

"There, we returned the two that we abducted" Commander Preston stated, folding his hands behind his back.

The Marines departed from the Pelican and unstrapped their MA5B's from their backs, lowering the weapons in a neutral hold.

"Who are you?" the Alicorn asked, if she was angry at the humans she showed no sign.

"Commander Michael Preston of the UNSC _Marathon_, member of the human race" the man questioned answered.

"I am Princess Celestia of Equestria, welcome" the Alicorn declared, benevolently greeting the humans.

"May I ask why you abducted two of my subjects?" Celestia inquired, taking a step towards the Commander. The Marines raised their rifles slightly.

"We have never seen talking ponies before, intelligent equines don't exist anywhere else in the universe" Preston replied.

"We would've gladly told you anything you wanted to know" Celestia told him, the Commander sighed and waved a hand back to the pilots. The Pelican ascended the sky and returned to the _Marathon._

"We want to know everything" Preston declared, flexing an eyebrow.

"As you wish. My student, Twilight Sparkle, will handle all your inquiries. Now, if you'll excuse me I must return to Canterlot, my sister is having a tough time handling Thar" Celestia declared, with that she flashed from existence.

"Teleportation, fascinating" the Commander stated, he looked down at the crowd of ponies. "So, which one of you is Twilight Sparkle?" Preston inquired, the lavender Unicorn they had first encountered stepped forward.

"Awkward" one of the Marines whispered, he was quickly silenced by Sergeant Grimesy.

The Commander cleared his throat before looking down at the pony. "I'm sorry we abducted you" Preston apologized.

"You have a lot to apologize for, buddy. You abducted us, knocked me out, and according to one of the ponies here in the crowd you kicked my best friend in the face" the blue Pegasus that was their second victim exclaimed.

"Calm down, Rainbow. I have a lot of questions to ask you myself, we'll start with anatomy. Shall we proceed to my library where you might feel more comfortable taking off all your clothes?"*** the lavender Unicorn, Twilight Sparkle, asked.

"I don't think I'll ever be comfortable stripping for a pony. Never the less, if it's for science I'll come with you" Commander Preston answered.

* * *

><p><strong>*This is the magnum sidearm seen in Halo: Reach.<br>******The MA5K is a carbine of the MA5 series and was seen only the book Halo: The Ghosts of Onyx.  
><strong>*****This is a RedvsBlue reference; the character Doc(who coincidentally wore purple armor) once got a colorblind Blue soldier to strip for him by telling her it was standard medical procedure.  
>I would like to thank Michael Blackburn for beta-reading this chapter.<br>**

* * *

><p><em>Legal Note: Thar 'Saramee, Commander Michael Preston, and all related characters belong to me. Twilight Sparkle and all related characters belong to Hasbro. Halo belongs to 343 Industries.<em>


	4. Chapter 4: Building the Suspense

**Chapter Four**  
><strong>Building the Suspense<br>**

* * *

><p>July 30th, 2531<br>Equestrian star system  
>Twilight Sparkle<br>Mission: study friendship  
>New directives: investigate the human race<p>

Twilight looked over the notes she had written about the humans, she had recorded all their names. While quite peculiar they were no where near as strange as Thar's name had been.

_Commander Michael Preston, Sergeant Christopher Grimesy, Private Leroy Jenkins, Private Alfred Jameson, Lance Corporal Stephen Narest, and Private Cole Ramsey _Twilight mused; she was standing on a balcony near the top of the library, staring out at Ponyville.

_That reminds me, Thar is supposed to return today! I'll have two different species to learn about! _Twilight thought, feeling as giddy as a foal in a candy shop.

Speaking of candy shops Pinkie Pie stayed true to her usual mode of operation and had thrown a welcoming party for the humans, and of course had bestowed Thar 'Saramee the same honor earlier in the week, which is where the two separate species had met all the ponies in town.

_I wonder if Thar's ever met any humans. And vice versa _the lavender Unicorn thought, she deduced that it was highly unlikely.

Twilight walked downstairs as she had heard a knock at her door, the library was open so ponies knew to just walk in. Meaning that the guest at her door wasn't a pony.

She opened the entrance to see Thar 'Saramee standing before her, behind him was one of the U-shaped drop-ships he used for transport, it rose into the sky and returned to the _Divine Wind _which was currently hovering behind the mountains Canterlot was built on.

"Twilight Sparkle, may I come inside?" Thar inquired, the Unicorn stepped to the side as a symbol of confirmation.

"We have so many things to discuss, Thar. I want to ask more questions about the Covenant; how were they formed? Who leads them? That sort of thing" Twilight explained.

Thar only nodded as Sparkle picked up her writing tools and a sheet of paper to write upon. "So who leads the Covenant?" she asked.

"Three holy prophets named Truth, Mercy, and Regret. These hierarchs know everything about the Forerunners and how to become gods like they did" 'Saramee explained.

"How do you become a god?" Twilight inquired, writing down the details of the prophets.

"By finding seven holy rings created by the Forerunners, when these rings are activated a holy wind sweeps through the galaxy and turns all true believers into gods" That answered.

Despite his descriptive answers Twilight still found this all to be very vague, how does a holy wind turn people into gods? The more and more she learned the more she became skeptical.

Then again she had never studied much on religion, it always seemed quite pointless to her; she doesn't believe what she can't see.

_What about Pinkie Sense? No, that doesn't count. I've seen that in action, it exists_ Twilight thought.

"If it's alright with you I would like to learn more about you ponies" Thar requested, Twilight brightened at the idea.

"Of course, I would love to tell you all about us" the Unicorn replied, Thar shook his head.

"Actually I'd like to head into town, learn from other members of your species" the Ship-master explained.

"Of course, I have two friends who would love to tell you all about us. Their names are Lyra and Bon-Bon, here's the address" Twilight said, writing down the appropriate information on a sheet of paper.

"Thank you, I will visit them at once" Thar assured her, he took the paper and headed out in search of the right address.

Twilight looked back at all the notes she had collected on the two species that had arrived in Equestria; page after page of society, anatomy, and technology from things as simple as a human microwave to equipment as advanced as a Covenant starship fusion engine.

"Such fascinating information, I'll have to ask the Commander how humans manage to travel such distances across space. His ship is fast to be sure but space is massive, it's at least twenty-one light-years from here to the nearest planet"* Twilight said to herself.

Just then she heard her assistant Spike come down the stairs, he was glancing about as if searching for something.

"Hi, Spike. Did you lose something?" Sparkle asked, the baby dragon looked up at her.

"Is that creepy alien gone?" Spike inquired, Twilight was appalled at his lack of tolerance.

"Spike! I raised you better than that!" the Unicorn scolded him, Spike was unaffected.

"I know you thought the same things when he first arrived" the dragon declared, Twilight was about to protest when she realized he was right.

"OK, you win. But please, Thar is just as much a person as the rest of us here" Twilight reminded him.

"OK, OK. In all fairness he is pretty cool looking; all that armor makes him look so awesome!" Spike exclaimed, Sparkle merely smiled and rolled her eyes.

_Boys. Say, that reminds me, Preston and his men are supposed to come back soon_ the Unicorn remembered.

"Spike, I need you to get me some more paper and ink from the stationery store. Commander Preston and the humans are supposed to return within the hour" Twilight explained.

"Oh great, more creepy aliens" Spike said exasperatedly.

"Spike!"

"Right, sorry" the dragon apologized; he took some money and immediately headed out into town.

Twilight sighed.

* * *

><p>"So then I said, 'read it? I wrote it!'" Private Leroy Jenkins yelled, finishing his joke as he stood next to a Pegasus named Rainbow Dash.<p>

The Pegasus broke out laughing and fell to the ground, rolling as she held her sides. Leroy himself chuckled a bit, no matter how many times he told that joke he always found it funny.

The duo was standing outside a bakery by the name of Sugarcube Corner, Sarge and the Commander had gone inside with the rest of the squad to pick up an order of cupcakes.

When Rainbow finally regained her composure she stood and wiped the tears away from her eyes, still smiling and giggling she said to the young private "ya know you're pretty cool for a human. I like you, Leroy."

"Aw, it's nothing" Jenkins replied, his cheeks turning a faint shade of red.

"No, I mean it. You're really cool" Dash exclaimed, Jenkins smiled.

"Thanks, that means a lot to me" the human told her, his cheeks were still quite the shade of red.

"Well of course it does, I am the coolest pony in Ponyville" Rainbow boasted, Leroy looked at her incredulously.

"Oh yeah? Prove it" he said, Dash took the challenge immediately.

While he was watching Dash perform her tricks he failed to notice the seven-foot tall Sangheili step into a neighboring house. Luckily for him the Elite failed to notice as well.

When Rainbow finished her stunts she hovered back down to where the Private was standing, his mouth was agape but no other signs of impression were present.

"That was pretty awesome" Jenkins stated, Rainbow soaked up the praise like a sponge with water.

"Maybe someday I'll show you my signature move, the Sonic Rainboom" Dash said with a flap of her wings.

"That does sound pretty cool."

Just then Sergeant Grimesy stepped out of the bakery carrying a moderately-sized box, the others followed behind, including the Commander.

"Jenkins quit flappin' your gums and carry this box, would ya?" Grimesy declared, Jenkins immediately grabbed the box and made sure the contents didn't spill out.

"Yes, Sir, Sergeant" Leroy responded.

"Say, where you guys going anyway?" Rainbow Dash inquired, Grimesy turned back to face her.

"We're headin' back to Twilight's library; girl's been told to keep an eye on us but all she ever does is ask questions; 'Grimesy, who's the manufacturer of your shotgun?', 'Grimesy, how come your drop-ship defies physics?', 'Grimesy, why you always picking on Jenkins?' That sort of thing" the Sergeant declared, obviously unsatisfied with Twilight's constant pestering.

"She's just curious" Dash told him, Grimesy huffed and waived a dismissive hand.

"Yeah, yeah."

The Marines returned to the library and set their equipment down, sitting down next to it. Private Jenkins handed the box of cupcakes to Twilight who set it aside with her magic.

"Thank you, Leroy. Now, I want to ask more questions about your weapons" Twilight said, getting straight to business.

"Give me a brief rundown of each gun" the Unicorn requested; Commander Preston set out an MA5B, an M6D, and an M90 shotgun. He also set out a single magazine for the first two and one bullet for all three.

Preston started with the MA5B. "This is the MA5B Individual Combat Weapon System, known to the troops as the assault rifle. It is a gas-operated, magazine-fed, fully automatic weapon that fires a 7.62mm NATO round from a sixty-round magazine. The top of the weapon features an electronics suite which houses a digital ammo counter; in short it tells the user how many rounds remain in the magazine" the Commander explained, Twilight wrote as fast as she could.

"The next weapon is the M6D magnum sidearm; it fires a 12.7x40mm semi-armor-piecing high-explosive round from twelve, eight, and seven round magazines. The twelve and eight round mags stick out from the bottom of the housing but the seven-rounders fit flush. All the magazines available from my armories are seven-rounders. The M6D also has a KFA-2 2x optical smart-link scope which is linked to a Marine's eyepiece on his helmet, or to the heads-up display of a Spartan's helmet."

Twilight made a note to ask about Spartans.

"Last but certainly not least is the Mk1 M90 shotgun; it fires an 8 gauge shell from a twelve round dual-tubular non-detachable type magazine. All in all it can put a world of hurt on the bad guys" Preston finished.

"Tell me about the Spartans" the Unicorn requested.

"Alright; Spartans are the deadliest sons-of-bitches the UNSC has to offer, they're supersoldiers conceived by the mind of some brilliant scientist and were selected to be part of the program from existing Special Forces divisions**" Commander Preston explained.

"OK, I've learned everything I want to know. Now, what do you want to know about us?" Twilight asked, setting her quill and paper down.

"I saw two ponies together in town a few days ago, the one was an aqua color and the other was a cream color. I'm pretty sure they're lez's" Sergeant Grimesy declared.

"'Lez's'?" Sparkle inquired, Grimesy shook his head.

"Lesbians" he said in more basic terms.

Twilight still had a blank look.

"Damn it, how do I word this in a way you'll understand?" Grimesy wondered, he thought for a few moments before his mind came up with a reasonable explanation.

"I think they're in a relationship" the Sergeant said, satisfied.

"Oh, yes. That's Lyra and Bon-Bon, they are indeed Ponyville's resident fillyfoolers" Twilight stated, all of the Marines were dumbfounded.

"Uh, 'fillyfoolers'?" Commander Preston asked, unsure of the word rolling off his tongue.

"Yeah, that's the politically correct term for a mare that is attracted to other mares" Sparkle explained, Grimesy grew even more confused.

"Say what now?"

"She means that fillyfoolers is their word for lesbian, Sarge" Jenkins answered; Grimesy threw him a scowl but remained quiet.

"Let me guess, you have some other fancy word for guys who like other guys, huh?" the Sergeant mocked.

"Yep! Those are called coltcuddlers" Twilight answered, Grimesy cursed Equestria's strange terms.

"Are you a fillyfooler, Twilight?" Commander Preston inquired, the Unicorn blushed.

"I…like both" Twilight answered, embarrassed.

"Hot" Private Jenkins exclaimed.

"Forget it, Marine. You can't even get human girls to like you" Sergeant Grimesy reminded the young soldier.

Before their argument could get worse Preston stepped forward with another question. "What about this Pegasus we know? Her name is Rainbow Dash; she must be the biggest fucking fillyfooler on the entire planet. Right?" the Commander asked, he was so sure of what he thought was a logical conclusion.

"Nope! She's a hundred-percent straight" Twilight exclaimed, Preston cursed his disproven logic.

"We'd like to meet Lyra and Bon-Bon in person, get to know them better" Private Jenkins told the lavender Unicorn. The rest of the Marines knew the truth; he wanted to see some lesbian-pony action.

"Alright, let me write down the address. They may have company right now though" Twilight told them, she sent the Marines on their way with the address of the two fillyfoolers.

Once they were clear of the library Sergeant Grimesy decided he was going to pick on Jenkins again. "So, private, what about lesbian ponies turns you on?" Grimesy asked.

"Actually it's less about the fact they're ponies and more about the fact they're lesbians. Plus have you seen some of the ponies around here? They're really cute!" Leroy declared, the rest of the squad groaned in disbelief of their comrade's ridiculousness.

"You're a strange man, Jenkins" Sergeant Grimesy stated, a few minutes later they reached the address written on the paper.

"This is the place" Commander Preston said, staring at the door.

"Jenkins, knock on the door" Private Cole Ramsey jokingly ordered, nudging Leroy on the shoulder.

"I'm not gonna knock! You knock!" Jenkins replied, shoving Ramsey's arm away.

"Why don't you knock, Private Jameson?" Lance Corporal Stephen Narest asked.

"No way, what if they're aliens?" Alfred Jameson said, terrified of the prospect.

"They're not aliens, they're just lesbians" Private Jenkins told the private, shaking his head at the younger man's fear.

"Man, if we ever meet any Covenant you'll be really fucked, Alfred. You'll probably shit yourself and flee, screaming, the moment one of those grunts looks at you" Jenkins teased.

"Shut up, Jenkins" Private Jameson retorted.

"Private Jameson! You trying to take my job?" Sergeant Grimesy asked, the man in question gulped in fear.

"N-no, Sir, Sergeant" Alfred answered, he was starting to sweat.

"Really? 'Cause you'd be really good at it" Grimesy said, confusing the young man before turning to Leroy.

"Shut up, Jenkins!" Grimesy ordered, he was about to knock on the door when it opened. Standing in the frame was an aqua-colored Unicorn with a light-green mane and tail, both of the latter had white streaks in them.

Commander Preston could see into the house and far behind the pony, in the kitchen, he saw the back door close.

"Oh, you're the humans. Can I help you?" the mare, named Lyra, asked.

"Yeah, we just came by to say hi and to make friends" Private Jenkins answered; now it was his turn to sweat. He always got nervous around girls.

"I thought we came here to watch hot lesbian action" Private Ramsey said in his thick British accent, teasing Leroy.

"Shut up, man!"

* * *

><p><strong>Twenty minutes earlier<strong>

Ship-master Thar 'Saramee knocked on the door of the home of the two ponies Lyra and Bon-Bon, having been directed here by Twilight Sparkle.

_I wonder if they'll be happy to see a seven-foot tall Sangheili _Thar mused, looking around the town. Despite having been in Equestria he still got fearful looks from the ponies.

_Probably because I was only here for one day before I travelled to Canterlot to speak with the Goddess _the Ship-master thought.

Finally the door opened, standing in the frame was a cream-colored mare with a purple mane and tail. The latter two had a pink streak running through each of them.

She nearly freaked out at being this close to the massive alien.

"Greetings, I am Thar 'Saramee. Ship-master of the Covenant supercarrier _Divine Wind_. I was told by Twilight Sparkle to speak with a Bon-Bon and Lyra" Thar explained.

Bon-Bon gave him a strange look but then realized that the alien hadn't the slightest clue as to what she and her partner looked like.

"Sure, come in" Bon-Bon said, stepping aside to allow the alien access. She closed the door and stepped into the kitchen where Lyra was.

"Lee-lee, the alien is here" Thar heard Bon-Bon's voice while he waited patiently in the living room.

"Oh, OK. I'll be right out as soon as these cookies are done" another voice, presumably Lyra's, replied.

"I'll handle the cookies, you just tend to our guest" Bon-Bon said, the two were whispering but Thar had exquisite hearing.

An aqua colored Unicorn stepped out of the kitchen and sat upright on the couch, motioning for Thar to join her.

The Sangheili complied but opted instead to sit on the sofa across from the other; he immediately found the cushioning to be most unpleasant, completely different in support than the camping stools he had sat upon as a Minor Sangheili.

For the sake of manners he remained sitting.

A few minutes later Bon-Bon came out with a tray of light-brown discs that had dark-brown protrusions on them, she set the tray down on a table in between the two sofas. Lyra's horn took on a cyan glow as did one of the discs, it moved until it was in front of the mare's mouth, allowing her to bite down on it.

"What is that?" Thar asked, Lyra and Bon-Bon looked at each other, they never would've suspected that they'd have to explain to someone what a cookie was.

"These are cookies; they're really good. Want one?" Lyra asked, she offered the Ship-master one of the discs.

In response Thar flexed his mandibles, reminding the two that his mouth structure was quite different.

This didn't deter Lyra in the slightest.

"You've gotta eat somehow, it can't be that hard to bite down on a cookie. You've got plenty of teeth" Lyra declared.

The Ship-master grabbed one of the cookies and placed it between his left-side mandibles, with absolutely no effort he crunched the cookie up and swallowed it, immediately repulsed by the taste.

"By the gods! What did you put in these?" Thar demanded, Lyra was greatly offended.

"Nothing, I just baked them. My cooking isn't that bad!" Lyra exclaimed in defense.

"What was in these to begin with?" the Sangheili ship-master inquired.

"Chocolate chips, sugar, all sorts of delicious ingredients" Lyra answered, Thar wasn't entirely convinced they were delicious.

"Those, 'cookies' as you called them are far too sweet for me. I'll stick with the rations the Covenant issued me. Thank you for offering, however" Thar said.

"Oh, you're perfectly welcome" Lyra replied.

"So, tell me again; why are you here?" Bon-Bon asked, Lyra too was curious to learn why an alien creature had decided to visit.

"I wanted to learn more about the ponies in this town, so the librarian Twilight Sparkle told me to speak with you two" Thar answered.

"Oh, I know Twilight from when she lived in Canterlot" Lyra exclaimed, piquing Thar's curiosity.

"Twilight once lived in Canterlot?" the Ship-master inquired.

"Yes. In fact I believe she was born there" Lyra answered, grabbing another one of the cookies.

"Fascinating" Thar said.

"Hey, Bonny, why don't you go get us all something to drink?" Lyra asked, Bon-Bon stood up and kissed Lyra before hopping off and walking into the kitchen.

Thar's internal alarms immediately went off when the two kissed, same-sex relationships were absolutely forbidden by the Covenant AND the Sangheili; the Covenant decreed it was against the Forerunners' will, the Sangheili decreed it was greatly dishonorable.***

In both societies it was punishable by death.

"By the gods" Thar declared, Lyra looked at him in suspicion.

"What?" the Unicorn asked.

"You two…are married?" the Ship-master inquired, he knew Lyra could feel the apprehension coming off the Sangheili in thick waves.

"Not yet, but the wedding is just a few weeks away. Why? Do you want to come?" Lyra asked, she was quite excited to get married to the girl of her dreams.

In a flash Thar had stood and flung the coffee table across the room with one hand, drawing and activating his energy sword with the other.

"HERESY!" the Sangheili Ship-master bellowed, Lyra was stricken with fear and cowering the couch, closing her eyes as Thar prepared to bring the sword slashing down on the mare.

"STOP!" Bon-Bon yelled, she was standing in the doorway to the kitchen, begging the alien not to kill them.

Thar looked down at Lyra and then over at Bon-Bon, he remembered that both of them were subjects of the Goddess Celestia, a being that Thar remembered could possibly be a descendant of the Forerunners.

Until he knew for certain Thar decided he would not hurt the ponies in any way.

The Ship-master deactivated the energy sword and stowed, further dishonoring him. He returned the coffee table to its original position and cleaned up the cookies that had been flung with it.

"I am sorry, same-sex relations are ABSOLUTELY forbidden by the Covenant, my reaction was one of reflex. If the Goddess Celestia approves of your relationship then so shall I" Thar said.

"Princess Celestia approves of and is tolerant of everything in her kingdom; same-sex couples are perfectly welcome here" Lyra explained, her voice was quivering.

The two species talked for a few more minutes before Thar stood. "I must be going. Would you be so kind as to tell me where a Fluttershy lives?" the Ship-master asked.

"She lives in a cottage near the Everfree forest, animals are all around and she'll probably be outside at this time of day" Bon-Bon explained.

"What is the quickest way there?"

"Head out the back door and take a right, you'll come across it soon enough" Bon-Bon answered.

"Thank you" 'Saramee replied, just as he was heading out there was a knock at the front door of the home.

"Probably ponies come to investigate the crash and yelling, I am sure my voice was heard for blocks even from inside the house" Thar remarked.

The Ship-master made his way through the town until he had spotted a likely looking home at the edge of the Everfree forest; a dark and mysterious jungle that was, according to Twilight and her friends, unnatural.

"We'll see just how unnatural that forest is" Thar quietly said, he approached the cottage and all the animals immediately hid from the alien.

Thar knocked on the door lightly so as not to break it, Sangheili were naturally strong but he was exceptionally so. Years of constant weight-training had made him almost as strong and muscular as a Jiralhanae.

The door opened quickly, too quickly for Fluttershy. Thar had been introduced to the yellow Pegasus only once and she had been absolutely terrified of the alien, to the point where she had immediately fainted. When she had regained consciousness she let out a bloodcurdling scream and had nearly pissed herself.

Finally the door opened and he was greeted by Rainbow Dash, a cyan Pegasus with a rainbow-colored mane and tail.

"Hey, salami. What do you want?" Dash benevolently asked, she had found Thar and his species cool for their agility and exquisite combat skills. She had also taken to pronouncing Thar's surname 'salami', for reasons the Ship-master did not know.

"I am here to speak with Fluttershy" Thar requested, Dash's expression immediately shifted from one of confidence to one of nervousness.

"Oh, I don't know if that's a good idea. Fluttershy is still scared of you, in fact I'm here trying to convince her not to fear you" Rainbow explained.

"The only way to conquer your fears is to face them" Thar declared, Dash nodded in agreement.

"You're smarter than you look. Come on in" Dash said, allowing the Sangheili to enter the home.

"Fluttershy! There's someone here to see you" Rainbow called out, a few moments later Fluttershy came galloping out of the kitchen.

She screamed when she saw the Ship-master.

"Stop!" Thar commanded, fear kept Fluttershy rooted in place. "I will not hurt you; I am not to be feared by you. I am as friendly to the subjects of the Goddess as I am to the Goddess herself" Thar explained.

O-o-o-o-OK" Fluttershy replied, her voice was shaky and fear-filled.

"I merely wish to get to know Twilight's friends more, that is all" Thar explained.

"That's it? OK, we'll tell you all about us, salami" Dash declared, taking to the air with a few beats of her wings.

Thar took another look at Fluttershy, who at this point was cowering on the floor. "I think it is you who will only be doing to the talking" Thar said to Rainbow Dash, who was shaking her head at her friend's spectacle.

* * *

><p><strong>*This is a seven reference.<strong>  
><strong>**When the Office of Naval Intelligence made the existence of the Spartans public they claimed that all Spartans are selected from existing Special Forces divisions, mostly the ODST branch. In truth all Spartan candidates are children abducted by ONI and conscripted into the program.<strong>  
><strong>***The Covenant's prejudice against homosexuality is purely conjecture.<strong>

**I would like to thank Michael Blackburn for beta-reading this chapter.  
><strong>

* * *

><p><em>Legal note: Thar 'Saramee and all related characters belong to me. Twilight Sparkle and all related characters belong to Hasbro. The Prophet of Truth, The Prophet of Mercy, and The Prophet of Regret all belong to 343 Industries. Halo belongs to 343i. My Little Pony belongs to Hasbro.<em>


	5. Chapter 5: Suspicions and Tensions

**Chapter Five**

**Suspicions and Tensions**

February 19th, 2531

Equestrian star system

Town of Ponyville

Commander Michael Preston

Commander Preston sighed as he stepped off the Pelican drop-ship into the streets of Ponyville; he had reported to the Office of Naval Intelligence his findings and not only had the ONI agents not believed him they had actually laughed at him.

ONI agents _never _laugh.

_Well that should earn me a nice place in history; first man to ever get an ONI spook to laugh_ Preston thought, shaking his head as he approached the Ponyville library. He had to get physical evidence that the ponies exist, meaning he had to get pictures and video. Perhaps even a live specimen.

After the first arrival he would never dream of abducting another pony so he had to find a volunteer. Unfortunately he knew that ONI would perform quite invasive experiments on whatever specimen they got.

Preston reached the library and saw MCT-7 standing around outside, the banter he could hear was typical of Marines.

"I'm telling you man, there's no way in hell that Unicorn will agree to go out with you" Private Ramsey declared.

"How would you know? Twilight is very tolerant and open-minded, plus I'm a nice guy with decent looks. How could she say no?" Private Jenkins asked.

"Son, the only thing you look like is shit. I swear those split-chin freaks look better than you" Sergeant Grimesy said, even he was in on the argument.

"Besides, Twilight is bi. She's got more options than you have brains" Ramsey exclaimed.

"I resent that!" Jenkins responded.

"I swear you're trying to take my job, Ramsey. First Jameson, now you" Grimesy chimed in, eyeballing the British private in mock suspicion.

"I don't want your job, Sarge. I just like messing with Jenkins" Ramsey replied.

"That's in the description of my job, trooper" Grimesy declared.

"What a coincidence, it was in mine too."

Grimesy just chuckled.

"I hate you guys" Leroy responded just as the Commander walked up.

"What's the situation?" Preston asked, the Marines immediately shaped up and faced the Commander.

"Jenkins has been trying to tell us that he can Twilight to go out on a date with him" Ramsey blurted out, Preston glared at him with a look of contempt.

"I didn't ask about relationship troubles, I asked what the situation was" Preston shouted, as good as the Marines were their banter was childish and immature.

"Nothing to report sir; the area is secure and no discernible threats have been seen. It's almost like this planet has absolutely no crime" Sergeant Grimesy said; Preston had told MCT-7 to search the town as he'd gotten the strangest feeling the humans were being watched by an outside force.

"Let's get inside" Preston said, the group of humans stepped into the library to see Twilight sitting around with all five of her friends.

"Commander, I'm glad you're here" Twilight declared, standing from her prone form.

"I swear to GOD if I have to answer any more questions I will shove my boot so far up your ass you'll-" Grimesy was cut off by the Commander.

"Stow it, Sergeant!" Preston berated, turning back to face the ponies. "What do you want? Let me guess; you have more questions to ask us?" the Commander asked, Twilight looked confused.

"Just one; what does 'ass' mean?" the Unicorn inquired, Grimesy groaned in exasperation.

"Anyway, I don't have any more questions right now. I just wanted for all of us to get to know each other more" Twilight explained.

"Fine" Preston replied, he nodded to the Marines and they set their weapons down, taking seats on the floor.

"You already know me quite well and Rainbow Dash to some extent, so let's start with one you don't know as well; Rarity" Twilight stated, pointing a hoof at her fellow Unicorn.

"Thank you, Twilight. Greetings, it is a pleasure to properly meet you humans. My name is Rarity and I run Ponyville's only proper fashion outlet, Carousel Boutique; where everything is chic, unique, and magnifique. Perhaps you'd like to stop by sometime? I see your…ensemble could use a little glamorizing" Rarity said, introducing herself. Her tone and appearance reminded the Commander of typical 18th century royalty.

_Regal and archaic_ Preston mused, next they moved on to the orange mare that the Commander had kicked when they first arrived in Ponyville.

"Howdy y'all, my name is Applejack and I run Ponyville's apple farm, Sweet Apple Acres with ma brother; Big Macintosh. Course we also got Granny Smith but she's a might old, and Applebloom is just a filly. Though ah'm sure her special talent ain't got nuthin' to do with apples" the orange mare explained, her stereotypical cowgirl accent made the Commander want to strangle her and toss her in an English class.

_Hardworking hillbilly, probably engages in incestual sex with her siblings*_ Preston thought. The next pony was another earth-pony.

"Hi I'm Pinkie Pie and I threw a super-duper funtastical party for you when you arrived, remember? I help run Sugarcube Corner with Mr. and Mrs. Cake! Ooh! That reminds me; I need to throw an anniversary party for those two!" Pinkie rambled.

_Energetic and really fucking annoying _the Commander thought, Pinkie's energy was at complete conflict with the Marines' stoic discipline.

Finally they reached the last pony, a Pegasus named Fluttershy. "I'm Fluttershy, I take care of animals at my cottage" she said, it seemed that was all she did.

_Shy and meek, at least she's quiet and doesn't have a really annoying accent. Rarity seems to be the best out of these four _Preston deduced that of the six his favorite was Twilight, she seemed to be the most normal.

_It's always those who seem the most normal that are truly crazy _the Commander's mind chirped, he supposed that much was true.

"Why don't you tell us about yourself, Mikey?" Pinkie asked, Preston immediately flew off the handle.

"Don't EVER call me that again, Pie!" Preston growled, the six mares looked at him with just the slightest hint of fear. The last thing they wanted was for Pinkie's stupidity to cause an intergalactic incident.

"We're sorry, we don't mean to cause any ill feelings" Twilight apologized for Pinkie who wasn't sure what the big deal was.

"Just make sure it doesn't happen again, I command much more respect than that" Preston declared.

"For future reference what should we call you?" Rainbow Dash asked.

"Commander Preston or just Commander, that's it" Michael answered.

"Where's the fun in that?" Pinkie inquired, now hopping in place.

"There is none; I don't have time for fun" the Commander replied, glaring at the party pony.

"No fun? That sounds so awful!" Pinkie exclaimed.

"Alright, fuck this. We're leaving, Commander. We can't stand all this bullshit" Grimesy declared, he and the Marines gathered their equipment and headed for the door.

"No, wait! Don't leave me here with them!" Preston shouted, he made sure his M6G/B was secure before darting for the door, slamming it shut behind him.

_Great_ Twilight sarcastically mused, she looked at her friends.

"Did you see their outfits? Dreadful!" Rarity swooned.

"Those guys need to party more often!" Pinkie cheerfully exclaimed.

"I think they're scared of how cool I am!" Dash boastfully declared.

_Wow, my friends can be real jerks sometimes _Twilight thought, she decided she had to remind Rarity and Dash a few things.

"Rarity, their uniforms aren't for show, they wear those for protection" the lavender Unicorn stated.

"Protection from what? There's hardly any danger here" Rarity asked, incredulous.

"But they don't know that. And Rainbow I hardly think they're scared of your cockiness" Twilight said, Dash scoffed.

"Please, did you see the looks on their faces?" Dash inquired.

"They were annoyed, not intimidated! Why are you so full of yourself?" Twilight demanded, Dash immediately hovered up and pressed her face against the Unicorn's.

"Hey! Not cool, Twilight" Rainbow said, before Twilight could reply the front door was flung open and in stepped Thar 'Saramee.

"Greetings, ponies; is this a bad time?" the Covenant Ship-master asked, seeing how close Dash and Twilight were.

_By the Gods is every pony in this town a female-lover?_ Thar thought, the cyan Pegasus backed away from Twilight.

"No, we were just arguing about some guys we know" Dash answered, folding her front hooves over her chest.

"They're hardly men if you ask me, more like ruffians" Rarity stated.

That was it for Twilight. "They really are nice guys! You two are just too stuck-up and cocky to realize that" the lavender Unicorn yelled, referring to each of her friend's respective attitudes.

"Enough!" Thar bellowed, his voice was loud enough to carry for several blocks. "I am sure these ponies you speak of are just fine, just like everyone else in this town" the Sangheili said.

"But they're not-" Dash started, she was silenced by the Ship-master.

"Quiet. Now, it is almost time for me to report my findings to the Hierarchs, tomorrow I will return to the _Divine Wind _and inform the holy Prophets of you ponies" Thar explained.

"How does this affect us?" Twilight asked, taking a step toward the Sangheili.

"I don't know" 'Saramee replied, he honestly hadn't the slightest idea as to what he'd do. The Hierarchs, if they believed him, would most likely order him to absorb them. But he had already tried that, and failed. So the only other option was to kill them all, something he was hesitant to do. Especially if their leader was conceived by the Forerunners.

"I'm going out into the town, I will see you all at a later time" Thar finally stated, stepping out of the library and into the streets of Ponyville.

* * *

><p>Commander Preston and MCT-7 traipsed throughout the town, no real knowledge of where they were headed. They just went where the Commander did; it seemed he was touring the outer edges of the town.<p>

"I wonder what lies beyond this village" Preston said, staring out at the horizon. He had already been to Canterlot but there had to be other towns and cities out there, Equestria couldn't just be the royal city and a quaint hamlet.

"Let's get moving" the Commander said, he and the Marines made their way back into town, heading in the direction of the town hall.

Along the way the Commander's suspicions began to grow, though quite faint he was fairly certain someone other than the resident ponies was watching them.

They entered the town hall and began a conversation with the mayor; she was a slightly older mare that had many years of political experience beneath her.

Commander Preston smiled after the mayor had recounted to him one of her oldest stories, a particularly funny tale regarding a giant rainbow afro wig and a rather gruff pony.

"I like this one, she's hilarious" Private Jenkins said, Grimesy took this opportunity to mess with the Marine.

"I swear on all that is holy if you ever try anything like that on me Jenkins I will make you harvest every last inch of Sweet Apple Acres" Grimesy declared.

Jenkins wasn't fazed. "It would totally be worth it, Sarge" the young private replied, Grimesy smiled.

The group left the town hall and Preston was once again experiencing a feeling of being watched.

"What's going on, Commander?" Sergeant Grimesy asked, he was feeling the same dread as Preston.

"I don't know" Michael responded.

* * *

><p>Thar 'Saramee stood outside Sugarcube Corner, looking around the town. He had paid another visit to Lyra and Bon-Bon and had been acquainted with a particularly friendly Pegasus named Ditzy Doo.<p>

_She had the most peculiar eyes _the Ship-master thought, remembering how the yellow eyes had been looking in two different directions.

Thar shook his head and made his way to the square in the middle of the town where the political building sat; according to the ponies it was called the town hall.

_Very strange _the Sangheili mused, he reached the town hall and got a feeling that someone was nearby, a fact that was confirmed when he heard footsteps on the other side of the town hall heading in the direction of Twilight's Library.

The Ship-master shrugged off the feeling and headed for Carousel Boutique, wanting to document the architecture of the strange shop for his report to the Hierarchs.

Along the way the noises of the town faded until they were naught, though he could still hear faint footsteps.

_Probably ponies going about their day. Now, let us take another look at this Carousel Boutique _'Saramee thought.

* * *

><p>Preston's group sat down as they took a break in a park near Ponyville Elementary School, though to the Commander it looked more like a single-room schoolhouse.<p>

_Quite bizarre, I figured that education would be more important to the ponies of this town _Preston mused; he looked over and saw a grey Pegasus playing with a smaller but similarly colored pony.

_Probably her daughter_ the Commander thought, he took his deck-shoes off and rubbed his sore feet. The shoes were adequate for walking around on a ship, for lengthy treks through a town they left something to desire.

"Let's get back to the library" Preston said, the group began the walk back and along the way they passed by Carousel Boutique, seeing Rarity step in through the front door and close the door behind her.

Thar 'Saramee had finished his study of Carousel Boutique and made his way back to Twilight's library, apparently all her friends had returned to their homes, leaving only Twilight and her dragon assistant there.

"Your town is quite peculiar, Twilight. So many interesting structures and landmarks, I am especially curious about the large tower with the spinning cross on it" Thar said.

It took Twilight a moment to realize what the Sangheili was talking about. "Oh, yes, that's a windmill" the Unicorn replied.

"Interesting" the Ship-master said, he documented this on his holo-pad before setting it aside.

"Thar, there is something I need to tell you, but I'm not quite sure how" Twilight said, she was wondering if Thar knew about the humans. Thar leaned back against the wall.

"Let me guess; more questions about the Covenant?" Thar said, the lavender Unicorn nodded.

"How many other species comprise the Covenant?" Twilight asked.

"Six; the Unggoy, the Kig-Yar, the Jiralhanae, the Lekgelo, the Yanme'e, and the San 'Shyuum" Thar answered.

"Tell me about them."

"The Unggoy are cannon-fodder essentially, though they are tenacious fighters when there's a Sangheili to command them. I've seen a few of them hurl themselves against our enemies" the Ship-master answered.

"The Kig-Yar are companions to the Unggoy, they are considerably tougher than the cowardly Unggoy. Kig-Yar is also quite a kleptomaniac race, always looking for things to steal and sell on the black market."

"The Lekgelo are a peculiar race in that they are worm-like colonies that form massive creatures that are almost like walking tanks, we adorn them in heavy armor similar to the kind we build our starships out of. Lekgelo also possess massive plasma cannons built into their arms and a large plate shield is attached to their other arm. I've seen Lekgelo completely destroy humans!" Thar enthusiastically declared.

His last sentence alarmed Twilight; were the Covenant at war with the humans? "I'm sorry, did you say humans?" the Unicorn asked.

"Yes; the humans are vile beings that all of the Covenant are at war with. They've been declared a direct affront to the Forerunners and must be eradicated from the universe" 'Saramee explained with a hint of anger in his voice.

_Oh nonononono, this is BAD! _Twilight thought, it seemed the Ship-master hadn't discovered the presence of Commander Preston and his men.

"I have fought against the humans for six years and have killed thousands of their kind and destroyed dozens of their ships, which is why I'm excited to see what the Hierarchs will think of you ponies. Perhaps we can get your military to help us against the humans" Thar said.

"We don't really have a military, it's just the royal guard" Twilight answered nervously.

"No military? Strange. No matter, the humans are weak and easy to kill. I'm sure we can manage without you" Thar said.

_Oh nonononono, this is VERY BAD! _The lavender Unicorn thought, she needed to find the Commander and tell him to leave the planet immediately.

_But I can't leave, Thar might get suspicious. But what if the humans walk in on us? Will Thar get hostile? Will he kill them? _Sparkle wondered.

Her fears were confirmed when the front door opened and in stepped Preston and MCT-7. "Hey Twilight, we were just touring around town and saw a grey Pegasus with—OH FUCK!" the Commander bellowed, he and the Marines drew their weapons as Thar stood and drew his energy sword.

The Sangheili roared and charged for the humans.

* * *

><p><strong>*This is a reference to numerous fan-fictions in which Applejack engages in sexual activities with her siblings.<br>****I would like to thank Michael Blackburn for beta-reading this chapter.**

* * *

><p><em>Legal note: Thar 'Saramee, Commander Michael Preston, and all related characters belong to me. Twilight Sparkle and all related characters belong to Hasbro. Halo belongs to 343 Industries.<em>


	6. Chapter 6: First Casualties

**Chapter Six**

**First Casualties**

February 19th, 2531

Equestrian Star System

Town of Ponyville

Commander Michael Preston

Commander Preston drew his M6G/B while the Marines drew their MA5Bs; the Elite yelled something in his language and charged for the humans, who opened fire. Under their combined fire the Elite's shields began to falter, but before they could kill him the enemy leaped through a window and began sprinting in the direction of Canterlot.

Preston removed the empty magazine and slipped it back into a pouch on his holster, he would be able to refill the magazine later. The Commander grabbed a fresh mag and loaded it into his handgun, flicking the slide release which returned the slide to full battery; cocking the weapon and chambering a round.

Preston casually walked up to Twilight and grabbed her by the back of the neck, yanking her into the air and bringing her face to face with him.

"Why in the hell was an Elite here? Were you harboring him? Were you gonna use him to kill us? Answer me!" Preston demanded.

Twilight wasn't fully crying but there were tears coming from her eyes, she was terribly confused and her hearing wasn't that great having been assaulted by the roar of the gunfire.

"I...I…I don't know what you're talking about, Thar didn't even know you guys were here until you walked in…..What's gonna happen now?" the Unicorn asked.

The Commander dropped her to the floor and walked away, turning back to face her again. "We do what we're supposed to do; kill them" Preston answered, Twilight immediately darted forward.

"No! Thar is my friend!" Twilight yelled, the Commander stopped cold.

"Oh, I didn't realize. He's your pal is he? Your chum? Do you have any idea what that bastard's species is responsible for?"* Preston inquired.

Twilight looked down at the floor. "Yes…he told me moments before you came in" she replied.

"Exactly, for the safety of the human race and possibly Equestria we need to kill the Covenant presence here" Preston declared.

"UNSC _Marathon_, come in; this is Commander Preston" the naval officer said on the radio.

_"Yes, Commander. What is it?"_ Everlasting Fall asked, his voice was cheery and helpful, a typical sign of A.I.s.

"We have detected a Covenant presence on the planet, please alert all personnel to prep all equipment on the ship for immediately removal and bring the _Marathon _down to my position" Preston ordered, he set a digital marker with his data-pad.

_"Yes, Commander. We are on our way" _Fall replied, the Commander switched the radio off.

"I hope we're fast enough" Preston said.

* * *

><p>"Hierarchs, I have discovered a new planet populated entirely by intelligent ponies. I believe their leader is a descendant of the Forerunners" Ship-master Thar 'Saramee said to the hologram of the Sacred Prophets.<p>

_"The information you've provided us is most appetizing, Ship-master. Prepare these ponies for ascension" _Truth said.

"But Hierarchs, there is one problem; they have refused absorption, further more they are allied with the humans. I do not know what to do" Thar confessed.

Truth's expression immediately changed. _"You have failed, Ship-master. Our will is very clear; absorption or extinction. It seems that instead of crushing these ponies you bumbled about like an idiot, and allowed the humans to brainwash these potentially useful warriors. If you wish to keep your spot on the Great Journey then I suggest you immediately destroy all on the planet; ponies included" _Truth said.

"But what about their leader possibly being a Forerunner descendant?" Thar asked, Truth immediately lashed out at the Ship-master.

"You idiot! You think that a true descendant of the Forerunners would be allied with the humans? No, they would have cast them aside and done your job for you. I will not repeat myself, Ship-master; kill them all" Truth finished and the hologram faded.

Thar bowed even though there was no one left to bow to, he stepped from the room and reentered the bridge.

"Excellency, welcome. What are your orders?" Rav 'Taramai asked as he stood on the command platform.

Thar sighed, he had returned to the _Divine Wind _after calling for a Spirit** to pick him up and made his report. Now his mission was clear, and it was his duty to execute it.

"Move us around the mountain and bring us back to the town of Ponyville, prepare for ground invasion. I believe there may be Forerunner artifacts hidden in the town" Thar explained, his navigation officer complied and the supercarrier began to move.

As Ponyville came into view Thar saw a human ship hovering above the town, apparently offloading equipment and personnel. Despite the presence of the ponies the sight of the humans made the Ship-master's temper flare.

_I will do as the Hierarchs have said, and I will kill everything on this planet _Thar mused, motioning for the navigation officer to increase speed.

* * *

><p>Commander Preston watched the Covenant supercarrier approach the town, though no weapons were activating anywhere on the vessel.<p>

"Hurry up and get this stuff offloaded. Fall, can you leave any subroutines on the _Marathon _to pilot the craft?" Preston asked.

_"Yes, Commander. What do you have in mind?"_ the A.I. said.

"Sort yourself for a hard-transfer but leave the appropriate subroutines to pilot the _Marathon_. We'll need a distraction. I'll send in a Spartan to retrieve you" the Commander explained, the Spartans wouldn't be able to use the A.I. but he could put EF in his data-pad.

_"Yes, Commander" _the A.I. replied, Preston made his way to the town hall where an emergence assembly of every pony in the town was being held.

"Listen up; the alien you knew as Thar 'Saramee is coming here with his massive ship and is going to destroy everything. I ask that you all gather whatever you need and proceed to the Ponyville Library for immediate evacuation, Twilight Sparkle will greet you there" Commander Preston explained, he was sure the ponies had questions but now was not the time.

The shadow over Ponyville grew larger as the supercarrier soared above the town and the _Marathon_, there was a pulse from the super-carrier as a laser fired at the human destroyer, it struck near the engines and sent the craft careening forward.

"God damn it!" Preston shouted, the _Marathon _dipped and there was a low-pitched whine as the engines overloaded and detonated. The destroyer finally soared into the Everfree forest where it crashed with an earth-shaking intensity.

Preston looked over what had been offloaded from the _Marathon_; a hundred and twenty-one Marines, three Spartan-IIs, six M12 LRV Warthogs and one M808B Scorpion Main Battle Tank.

It would be as effective as throwing milk duds at a metal wall.

"Will that be enough?" Rainbow Dash asked the Commander, Preston shook his head.

"No, but all we need to do is hold the Covenant off until all the ponies have been evacuated" Preston answered, a duo of D77-TC Pelican drop-ships soared in from the Everfree forest.

"Is that all?" Preston asked the pilot of the lead Pelican, Zulu 416.

_"The other pilots are having some trouble getting their birds out of the ship, by the time they get out Ponyville will be a glowing crater. But me and my wingman will be on station, Commander" _the pilot of Z416 replied.

"Shit, it'll have to do" Preston said, he made his way to the library where Twilight was herding ponies into the structure.

"I estimate that fourth of the town will be evacuated by the time the Covenant get here" Twilight said to the Commander.

"Good" Preston responded, he would've like for more to be gone but he'd take what he could get.

"I'll leave Sergeant Grimesy and Private Jenkins here to defend the library; you just concentrate on getting as many ponies out as possible!" Preston yelled, suddenly there was a tremendous boom as a plasma bomb from a Wraith tank landed in the middle of a nearby street.

"It's time" the Commander said, he stepped up onto the single Scorpion tank and crouched down on one of the tread covers.

"Come on, people. Move it!" Preston yelled, he slapped his hand on the tank to signal the driver to get it moving.

"Commander!" Sergeant Grimesy shouted, Preston turned and snatched an MA5B the Marine had tossed to the Commander.

"Thanks, Marine. You keep that library safe, that's an order!" Preston said, Grimesy saluted.

* * *

><p>Thar 'Saramee casually walked into the town, energy sword drawn and activated. His tanks were bombarding the area, aiming to soften up the human defenses before the ground forces moved in.<p>

Thar looked back, behind him were hundreds of Sangheili warriors and a single pair of Lekgelo, coupled with the tanks the invasion and taking of Ponyville would be rather easy.

_Too easy, I would like a challenge once in a while. Fighting humans is like fighting Unggoy, half the time they just flee; screaming _the Ship-master mused.

Thar was glad to finally reclaim his honor; it had been too long since he'd fought the humans. It would feel good to finally kill some of them.

The Ship-master looked up as dozens of ground animals of various sizes came running onto the street the Covenant invasion force was on, a couple seconds later a Pegasus the Ship-master recognized as Fluttershy swooped in. She was clearly trying to round up the animals and evacuate them.

Suddenly there was a trio of screams as three fillies, one orange Pegasus with a purple mane and tail, one white Unicorn with a grayish rose and purple mane and tail, and one yellow earth pony with red hair and a bow ran from their hiding spot away from the Covenant.

The Pegasus charged past the Ship-master and was kicked to the side, Thar was about to crush the filly when he heard someone yelling at him.

"How dare you! Just because you're big and scary and have sharp teeth doesn't mean you get to beat up on fillies, now I want you to apologize to her right now!" Fluttershy shouted, she was floating in the air and was face to face with the Sangheili.

In a fit of rage Thar snatched Fluttershy out of the air, holding her by the neck he slammed her against the nearest wall and stabbed his energy sword through her abdomen. The plasma blades slashed through her body and disintegrated multiple organs.

Fluttershy cried out and Thar pulled the energy sword from her body, she landed on the ground and the Ship-master smashed her head under his powerful foot.

"Fluttershy!" the orange Pegasus filly yelled, Thar repositioned her and kicked her down the street like a football.

"Burn them, leave nothing alive!" Thar thundered, the Wraiths intensified their fire on the town; multiple plasma bombs landed on houses and blew them apart like leaves in a windstorm.

The Ship-master looked around for more targets or buildings where targets might be located, his eyes soon coming upon Carousel Boutique.

With a deep-throated chuckle Thar directed his forces to continue the invasion while he entered the fashion boutique.

* * *

><p>"Open fire!" Commander Preston bellowed, all UNSC forces complied as the Covenant came within range; multiple Elites were cut down instantly from the sheets of bullets launched at them.<p>

The Scorpion bucked as the gunner fired the main cannon, a 90mm shell struck the lead Wraith and cracked the hull, peeling the tank open like a blooming flower and obliterating the vehicle.

Preston held onto the tank with one hand and pressed the MA5B against his shoulder with the other, taking pot-shots at any Elite in range.

Since the Commander didn't have an eyepiece or a helmet with heads-up-display it was difficult to effectively aim the assault rifle. He rectified this, however, by replacing the standard-issue flashlight with a simple laser sight.

The rifle clicked empty and the counter read 00, the Commander pulled the charging handle back and locked it, dropping the empty magazine and inserting a fresh one into the housing.

He slapped the charging handle back forward.

Preston was about to open fire again when he noticed the Covenant had stopped firing, the Commander was quite confused until suddenly there was a thud as the Elite he had seen in the library landed on the tank.

The Elite swung his energy sword and slashed the barrel of the tank's cannon completely off, Preston dove away from the tank as the Elite jumped after him.

Lying on the ground the Commander opened fire on the Elite, rolling away as he was almost stabbed. He kicked the Elite away and scrambled to his feet, continuing to fire on the massive alien.

The Elite tried to stab Preston but missed, in response the Commander slammed the butt of his rifle against the side of the Elite's head, the blow slid off the shields of the alien.

The Elite slammed Preston against the side of a building and swung his sword, missing as Preston ducked down, the energy blade soared mere inches above the Commander's head, cutting into the wall.

Preston grabbed his rifle from the front and slammed the butt up against the alien's 'chin', the blow connected and sent the Elite reeling.

The Commander immediately stood and grabbed the Elite, shoving him against the same wall. Preston adjusted his grip on the MA5B and swung it like a baseball bat; the entire back end of the rifle slammed into the alien's head and knocked him cold.

"Hah! Fucker" Preston declared, he turned and came face to face with another Elite, dual-wielding plasma rifles.

"Oh fuck" the Commander casually declared.

* * *

><p><strong>*This is the line spoken by Cortana when addressing the Master Chief about 343 Guilty Spark in the opening cutscene of Two Betrayals, Halo: Combat Evolved.<br>******Spirit is the UNSC-assigned name of the Covenant drop-ship first seen in Halo: Combat Evolved, its name was first revealed in the book Halo: Ghosts of Onyx.  
>Oh no, I killed Fluttershy, everyone's favorite waifu. Bite me, she got what she deserved.<strong>

* * *

><p><em>Legal note: Thar 'Saramee, Rav 'Taramai, Commander Michael Preston, and all related characters are copyright to me. The Prophet of Truth, The Prophet of Regret, and The Prophet of Mercy are copyright 343 Industries. Halo is copyright to 343i. Twilight Sparkle and all related characters are copyright to Hasbro. My Little Pony is copyright to Hasbro. <em>


	7. Chapter 7: Evacuation

**Chapter Seven**

**Escape!**

August 1st, 2531  
><span>Epsilon Eridani system<span>  
><span>Planet Reach<span>  
><span>Office of Naval Intelligence CASTLE base<span>  
><span>ONI agent number-479<span>

"What's the situation?" Agent-479 asked the man at his side as they proceeded through CASTLE base, going over a report they had received from a one Commander Preston.

"Ponies? Really? Is this guy fucking insane?" Agent-479 inquired, looking up at his companion.

"No, he's not" the man answered, they entered a secure room and motioned for the main screen to turn on.

The screen warmed and filled with snow, the view slowly faded until blurry footage began to play.

"What the hell?" Agent-479 wondered, he squinted at the screen. The footage was shaky and soundless, recorded by a Marine's helmet camera. 479 could see several Elites cut down by the trooper's MA5B. Suddenly the footage blurred as the Marine turned around, filling the screen with a lavender Unicorn.

The footage froze as the companion paused the playback. "A planet populated entirely by intelligent ponies; the only races we know of are Unicorns and earth-ponies. We have reason to believe there are Pegasi there as well" the man explained.

"What do you want to do?" 479 inquired, his partner turned the screen off and sat down in a chair next to a conference table.

"Commander Preston has only one ship under his command, a destroyer called the _Marathon_. God only knows how large the Covenant presence there is" the man started.

"Let me guess, you want to mobilize a battlegroup to clear this planet and assist Commander Preston?" 479 said.

"Yes. The Commander's mission was to find new alien species that could help us win this war, I'm not sure how useful ponies could be but it wouldn't hurt to help them against the Covenant."

"I hope you know what you're doing, Colonel" 479 declared as he walked out of the room.

"So do I" the Colonel whispered.

* * *

><p><span>August 1st, 2531<span>  
><span>Equestrian star system<span>  
><span>Town of Ponyville<span>  
><span>Commander Michael Preston<span>  
><span>Mission: evacuate Ponyville<span>

Preston whipped around and emptied his magazine into the Elite, the shields remained and the Elite was about to bring one of his plasma rifles crashing down on the human's head.

The blow never came as there was a sudden crack and the Elite fell to the ground, there was a blue blur wrestling with the alien.

The blur moved up and snapped her legs down, cracking the neck of the Elite and killing him.

"Thanks, Rainbow Dash" Preston said, the Pegasus fluttered down next to the Commander.

"Is that Thar?" Preston asked, motioning to the Elite lying on the ground next to him.

"Yes. Did you kill him?" Rainbow inquired.

"I think so."

Preston dusted himself off. "I'm falling back to the library, the Covenant are advancing and we need to get all the ponies out of here" the Commander declared.

"I'm gonna go look for Fluttershy and a few others, they haven't arrived at the library yet" Dash explained.

"OK, you hurry up though" Preston said as he began jogging back to the library, everywhere along the perimeter the Covenant were threatening to break through.

"Push 'em back, damn it!" Sergeant Grimesy yelled, blowing Elites away with his shotgun.

"Sergeant, we're surrounded!"* Preston exclaimed, joining Grimesy in the fight against the Elites.

"God damn it, Jenkins, fire your weapon!"* Grimesy ordered, Jenkins shook his head clear and raised the assault rifle, joining the others in firing on the Covenant.

Jenkins had just finished reloading when an Elite brandishing an energy sword dropped next to him, the Elite swung the sword and Jenkins ducked.

The Marine private raised his rifle but had it kicked away by the Elite, preparing to stab him again.

Jenkins rolled and tripped the Elite over, the alien landed hard on the ground and had the wind knocked from him. Jenkins took this opportunity to stab the Elite through the head with his combat knife, the blade went through the Elite's skull and slashed into the sandbags he was lying against, pinning him against the fortification.

A plasma bomb landed nearby and showered the Marines in dirt and other debris, the Wraiths were edging closer to the library.

"Commander!" Preston heard Twilight's voice yell, he stepped into the library. "We got most of the ponies in the town evacuated but we're missing Rainbow Dash, Fluttershy, Scootaloo, Applebloom, and Sweetie Belle" Twilight said.

Preston hadn't the slightest idea as to who the latter three were but he didn't have time to ask questions.

"Who else are we missing?" the Commander inquired, preparing to go out and search for these ponies.

"Lyra, Bon-Bon, Ditzy and Dinky Doo" Twilight answered.

Under better circumstances the Commander might've chuckled at those last two. "OK, I'm gonna go out and find them all" Preston declared.

* * *

><p>Ship-master Thar 'Saramee had regained consciousness and stumbled into a house, the setting looked familiar but he couldn't place why.<p>

The Sangheili heard voices from somewhere upstairs and slowly crept his way up, the voices also sounded familiar but again he didn't know why.

Though they were muffled Thar could hear them perfectly. "Bonny, we have to get out of here. Twilight and the humans are organizing an evacuation at the library, if we go now we can make it" one of the voices said.

"No way, what if those aliens see us? What if Thar sees us? What are we gonna do then?" the other voice asked.

"I'm scared too, but if we don't leave then they'll definitely find us" the original voice pleaded.

Thar smashed a door open and was greeted by the sight of a bathroom, an empty one at that. The voices had stopped speaking for a few moments.

"Did you hear that?" one of them asked, Thar proceeded down the hallway until he came across another door, the voices clearly emanating from beyond it.

"Bonny we have to go, please!" one of them said, Thar smashed the door in and was greeted by screams.

"Lyra and Bon-Bon, I thought this house looked familiar. Now I know why" Thar said.

"Please, Thar, don't kill us" Lyra pleaded, she was backhanded across the face by the Ship-master.

"You're a disgrace, both of you. Your relationship is sick and sinful, you know what the Covenant does to those in same-sex relationships" Thar declared, activating his energy sword.

"No, please!" Lyra pleaded again, Bon-Bon was trying to get one last kiss in.

"Heresy does not go unpunished; in the name of the Gods I declare that all who appose the Covenant be destroyed in our Great Journey" Thar recited, raising his sword high above his head.

"I lov-" Lyra started, she never finished as Thar swung the sword down on them, decapitating both of them.

Without a word Thar exited the home and rejoined his Sangheili brothers in the assault on the town.

* * *

><p>Commander Preston darted through multiple alleys in Ponyville, making his way to Fluttershy's cottage. Along the way he had found Ditzy Doo and her daughter Dinky and had sent them on to the library, bringing the total count of ponies he had to find down to seven.<p>

Preston peeked around a corner and saw the Elite he had engaged on the Scorpion stepping out of Lyra and Bon-Bon's home, his energy sword activated.

"What the fuck? I thought I killed that guy" the Commander quietly exclaimed, he crossed Lyra and Bon-Bon off his mental list; he knew they were dead.

Preston was about to continue on his way when a Wraith tank hovered by the alleyway, it soared into an intersection and turned on its axis. Eventually it stopped, its cannon raised and lowered until coming to a stop, aiming directly at—

-The library.

The plasma cannon flashed and a plasma bomb soared through the air, arching above the town before falling back down and striking the library on the top floor; a large section of the tree was melted and the interior was rendered visible.

* * *

><p>Spike was trying desperately to keep the ponies collected on the top floor of the library to remain calm until the flying machine came back to rescue them, it wasn't an easy task when he was shorter than all the ponies in the room.<p>

"Everypony please calm down, the humans will be back to take you out of here!" Spike yelled. Suddenly there was a tremendous bang and the wall he was near exploded inward; thousands of slivers of glass and wood flew through the air, spraying him and multiple ponies in debris.

Spike shook himself off and tended to the ponies that had been wounded.

* * *

><p>"I've gotta take that thing out" Commander Preston said to himself, he charged out for the Wraith and leaped aboard. The hatch was sealed shut so he couldn't drop a grenade inside, leaving his options short.<p>

His answer nearly came as his death, the plasma cannon flashed and a plasma bomb soared above him, nearly melting him alive. He pulled out a grenade he had taken and shoved it into the barrel of the plasma cannon, lodging it in deeper with his foot.

Preston leaped from the tank and sprinted back for the alleyway, turning back just in time to see the plasma cannon try to fire.

The heat caused the grenade to detonate, severely damaging the cannon. The cannon tried to form the plasma bomb to fire but was unstable, overloading and detonating the rear of the tank, vaporizing half of the vehicle.

Commander Preston continued on his way through the streets of Ponyville, keeping his eye on the ground and the sky for the missing ponies.

It wasn't long before he stumbled across three fillies hiding in a back alley; they were clearly terrified but were also tending to their friend, who seemed to be injured.

"Excuse me, I'm Michael Preston. Is your friend hurt? Let me help" the Commander offered, the two uninjured fillies backed away while Preston looked over the wounded pony.

She was a Pegasus with an orange coat and purple mane and tail, her side was heavily bruised and Preston could see an unnatural bend originating inside the tiny body.

"What's wrong?" Preston asked the Pegasus, who was barely conscious.

"I…my…ribs…they're…broken" the Pegasus said, straining to speak. Preston knew from experience that bruises and a few broken bones wouldn't cause this kind of daze; she was bleeding; internally.

"Listen, we gotta get you out of here. I'm gonna move you, it's gonna hurt but I have to do it. OK?" Preston said in as soothing and gentle a voice he could manage.

The Pegasus filly nodded.

"I need your names" Preston said, the other two fillies stepped forward.

"I'm Applebloom" the yellow earth-pony with red mane and tail said, her mane sported a bow.

"Sweetie Belle" the Unicorn filly with rose and purple mane and tail answered.

"You girls wouldn't happen to know a Rainbow Dash or Fluttershy, would you?" Preston inquired; he realized his mission might be easier than he previously thought.

"Fluttershy's…dead. Scootaloo knows Rainbow Dash but we don't know where she is" Applebloom explained.

"Scootaloo. Is this Scootaloo?" Preston asked, pointing at the Pegasus filly, Applebloom and Sweetie Belle nodded.

"OK. I'm gonna get you three back to the library, then I'm gonna go look for Rainbow Dash" Preston said, he picked up Scootaloo who had slipped into unconsciousness; she was fading fast, if the Commander didn't get her back soon she would bleed to death.

_Not on my watch _Preston mentally growled.

* * *

><p>"For the Gods! For Honor! For the Covenant!" Thar 'Saramee bellowed, he was holding a Fuel-Rod Gun on his left shoulder and wielding his sword in his right, the launcher thumped on each sentence, soaring into the human positions.<p>

"I am THAR 'SARAMEE!" the Sangheili thundered, he dropped the Fuel-Rod Gun and charged for the forward positions, gliding through the crowds of humans as he slashed through them.

The Wraith tanks hovered over the sandbag wall, their cannons spluttering plasma bomb after plasma bomb at the humans.

With the forward positions down the humans began to empty everything they had at the advancing Covenant; machine gun and assault rifle rounds clattered off Sangheili shields and Wraith hulls, assisted by the occasional rocket from a shoulder-held launcher.

Just when the battle seemed won dozens more of the human drop-ships swooped into the town, dropping off more equipment, ammo, soldiers, and tanks. The fire on the Covenant intensified; multiple Wraiths and Sangheili were obliterated instantly.

"DO NOT RELENT, PUSH UNTIL ALL WE STAND UPON ARE ASHES!" Thar thundered, his voice inspiring heroism in his fellow soldiers and fear in the humans.

The Ship-master was overcome with bloodlust and charged into a crowd of humans, slashing them with his sword and beating them with his hands and feet.

The human warriors jumped the Ship-master, who snapped his leg out crushing the skull of one and elbowing another in the face, breaking his neck.

One human opened fire on him with a handgun, Thar grabbed his arm and jerked him forward, dislocating the shoulder and bringing him forward into the Ship-master's blade, killing him.

Despite what Thar thought was an apparent victory the humans were still fighting them, the Ship-master sent an order to Rav who was still on the _Divine Wind_.

Thar took cover as he watched one of the human drop-ships swoop and hover at a balcony on the library, dozens of ponies piled into the human craft until it was full. The drop-ship began to soar forward when its engines were struck by plasma bolts, detonating the engines and sending the craft crashing into the ground; exploding and killing all aboard.

Half a second later a squadron of Covenant Seraph fighters rocketed overhead, raining plasma on the humans.

Thar was about to order his forces to make one last push when he heard a sonic boom, looking up he saw multiple human fighters descending upon the Covenant, carpet-bombing the invasion force.

Thar growled and ordered that a Spirit come and retrieve him, this battle was assuredly lost and he wasn't about to be killed when there was divine work to be done.

"You vile FIENDS!" Thar bellowed, angered by the humans actions. The battle was quite trivial as the Ship-master would glass in the planet in the end, though he had to search for Forerunner artifacts before that happened.

The Spirit arrived and Thar hopped aboard, leaving his brothers to the humans. He would return to the _Divine Wind _and immediately glass the entire town.

* * *

><p><em>"All personnel have been evacuated from the ship, Commander" <em>Everlasting Fall said over the radio.

Of course Fall had sent a distress signal to the nearest UNSC forces in the Procyon system but it would be a while before any help came, for now Preston and his men were on their own.

The Commander had returned the three fillies to the library but was unable to go back out to search for Rainbow Dash, he had assured Twilight that Dash would be able to take care of herself, she was a Pegasus after all.

The last of the townsponies and Marines were evacuated by the Pelicans and taken directly to Canterlot, Zulu-416 had promised the Commander she and the other Pelicans would return immediately to extract Preston and MCT-7.

Now it was only the humans and Twilight Sparkle, holding the remaining Covenant off until their escape came. The town was in ruins; most of the buildings were in flames, painting the sky in a hellish glow. The library had multiple holes in and all sorts of debris littered the floors; glass, wood.

Bones.

Commander Preston reloaded his rifle and continued firing the few pockets of Covenant remaining, he ordered the Longsword fighters to return and carpet-bomb the Covenant forces again.

The fighter-bombers streaked over head and multiple explosions rocked the ground, splash damage from the bombs damaging more houses further.

Preston had just convinced himself they could hold off the Covenant when the supercarrier began to move toward Ponyville, a bright glow on the bottom began to build as the plasma projector warmed up.

"Oh hell. Zulu-416 you need to get us out of here, now!" the Commander shouted on the radio.

_"I'm almost there, Commander. Hold tight"_ the pilot replied.

Preston's MA5B clicked empty and he discarded the empty rifle, drawing his M6G/B out of his holster, opening fire on the Covenant with that.

"Commander we're gonna run out of ammo before we run out of badguys!" Private Jenkins yelled, he too had run out of ammo for his MA5B and had switched to his M6D.

"Shut up and keep firing!" Preston ordered, he dropped the empty magazine from his handgun and reloaded, resuming fire as soon as he did.

Suddenly two very different things happened; the supercarrier rained plasma down on the edges of the town, and Zulu-416 arrived to extract the remaining soldiers.

"Get aboard!" Preston commanded, MCT-7, Twilight Sparkle and her dragon assistant Spike, and the Commander leaped into the Pelican and it immediately took off.

"Better pick up the past, we got Covenant fighters on our six" Preston said as the rear hatch closed, he looked out the window and saw hundreds of the Covenant teardrop-shaped aircraft giving chase.

"Hang on back there, it's time to escape!" the pilot yelled, upping the speed as they rocketed towards Canterlot.

* * *

><p><strong>*These lines are the same spoken by Captain Keyes and Sergeant Johnson in the flood video-tape cutscene from the Halo: Combat Evolved level 343 Guilty Spark.<br>****I would like to thank Michael Blackburn for beta-reading this chapter.  
><strong>

* * *

><p><em>Legal note: Thar 'Saramee, Commander Michael Preston, and all related characters belong to me. Twilight Sparkle and all related characters belong to Hasbro. My Little Pony belongs to Hasbro. Halo belongs to 343 Industries.<em>


	8. Chapter 8: Canterlot

**Author's note: Perfect song for the Pelican part at the opening of this chapter. /watch?v=MUxCTUA5VLs**

* * *

><p><strong>Chapter Eight<strong>

**Canterlot**

February 19th, 2531

Equestrian star system

Skies above Equestria

Commander Michael Preston

Mission: evacuate to Canterlot

"Hang on back there!" the pilot of Zulu-416 yelled as she increased power output to the engines, the Pelican rocketed forward with the Seraph fighters hot on their tails.

"Can't you fly any faster?" Private Jenkins yelled, Grimesy quieted the young Marine.

Commander Preston stepped into the cockpit, sealing the door behind him. "Might I suggest you kill the engines?" Preston said, the pilot glanced back at him.

"Are you crazy, Commander?" she asked, jerking the Pelican to the right to avoid a plasma bolt.

"Kill the engines and arm all weapons!" the Commander ordered, the pilot complied and the Seraphs streaked past the drop-ship, not expecting the sudden move.

"FIRE!" Commander Preston shouted, the twin-chainguns on the chin opened fire; spraying out hundreds of depleted-uranium slugs at the Covenant fighters*. The shields crackled and broke, allowing the pilot to launch several missiles at them.

The Seraphs flashed from existence.

"Smooth sailing from here on out, hopefully" the pilot said, Preston stepped back into the cabin and saw that the Covenant supercarrier had stopped glassing Ponyville. The Commander couldn't be too sure from a distance but it looked like the Covenant had re-occupied the town.

Zulu-416 soared into Canterlot and approached the staging ground where the UNSC's equipment, vehicles, and personnel had been dropped off. Hundreds of ponies from Ponyville were also milling about the royal city.

"Take us to Canterlot tower, I need to speak with the Princess" Preston requested, the Pelican turned in the appropriate direction.

When they arrived all aboard the Pelican hopped out and immediately proceeded to Princess Celestia's chambers, being permitted almost instantly.

"Twilight!" Princess Celestia called out, the lavender Unicorn in question galloped to the Princess.

"I was quite concerned for your safety, Twilight Sparkle" Celestia said, looking down at her prized student.

"It's alright, the humans got almost all of us out of there" Twilight replied, looking back at the Commander and MCT-7.

"Let's skip the pleasantries; the Covenant knows we're here and are probably already planning to descend upon all your cities. They _will _burn this planet until its surface is but glass**" Preston explained.

"What do you propose we do?" Celestia asked, taking a step toward the Commander.

"The Covenant won't glass the planet until they're done searching for any artifacts of value to their religion, which gives us time to organize a resistance. We just need to hold them off until reinforcements arrive" Preston replied.

"Where should we begin?" Celestia asked, Commander Preston smiled.

* * *

><p><span>February 20th, 2531<span>

Equestrian star system

Royal City of Canterlot

Commander Michael Preston

Mission: Eliminate the Covenant presence in Equestria

Commander Preston looked over the defenses that had been added to Canterlot as he stood at the rear of a Pelican drop-ship hovering over the city. Preston believed that the Covenant would immediately move on to Canterlot to invade it next and he wanted as many defenses set up as possible.

All around the perimeter of Canterlot were M9 Main Anti-Aircraft Tanks, nicknamed 'Wolverines' by the ground forces the M9 had proved itself time and time again against Covenant Banshees and Seraphs.

Supporting the Wolverines were all the SP42 Cobras that had been stored on the _Marathon_; the Cobra was designed primarily as an anti-vehicle/fortification system, attacking these targets with a pair of LRG Rail-Guns.

Further back in the city the Commander had set up several M808B Main Battle Tanks, which were to be used in conjunction with the Warthogs as a last line of defense for the Royal city.

Commander Preston directed the pilot to return them to Canterlot Tower where Princess Celestia resided, on the way back Preston saw the Covenant supercarrier still hovering above Ponyville. The Commander was almost tempted to organize an assault on the ship but he knew it would be futile; they would never be able to take the shields down.

_Unless…yes, that may just work_ Preston mused, devising a plan in his head. "Everlasting Fall, come in. You still with me?" Preston asked over the radio.

_"Yes, Commander. How may I be of assistance?" _Fall asked, still benevolent despite his predicament.

"I need you to activate all repair drones to get the ship moving again, I have an idea" the Commander explained.

_"Yes, Commander" _EF replied, the Pelican arrived at Canterlot Tower and Preston disembarked.

Sitting in the middle of the room were Twilight Sparkle and her friends Applejack, Rarity, and Pinkie Pie. MCT-7 was standing near the door, relaxing.

The Commander approached Twilight and her friends, crouching down in front of them.

"Still no word if Rainbow Dash or Fluttershy made it here" Twilight sadly stated, it pained Preston to have to do this but their constant worry would do no good.

"Dash is a tough mare, she'll make it. As for Fluttershy…she's dead" Preston said, Twilight and her friends immediately burst out crying.

The Commander comforted them for a few minutes before heading to the door, he had something he needed to check on.

The area downstairs was reportedly the ball room where a Grand Galloping Gala was held every year; Preston hadn't the slightest idea what a Grand Galloping Gala was but assumed it was some kind of party.

Right now though it was being used as a makeshift refuge center for all the ponies from Ponyville; a tent had been set up as a hospital to treat wounded ponies, staffed by UNSC medical personnel.

All around were ponies and posters asking if anyone had seen a certain mare or stallion, some ponies were even asking about foals and other children. It saddened the Commander to know that not all those parents would ever see their kids again.

Preston entered the hospital; it was quite calm as not many ponies were injured, the majority of the injuries were cuts and bruises.

Near the back, however, medics were working intensely on an orange Pegasus filly with a purple mane and tail, two other fillies were watching them work, concerned for their friend.

"Applebloom, Sweetie Belle. How's Scootaloo?" Commander Preston asked, sitting down an empty bed next to the fillies.

"Doc said they had stopped the internal bleeding but she'd be out for a while. Right now they're working on the broken ribs" Sweetie Belle explained.

"How many ribs were broken?" Preston inquired, craning his neck to look at the Pegasus.

"Awll of 'em" Applebloom solemnly answered, the Commander shook his head and exited the tent.

He returned to Celestia's chambers where he found that a trio of Spartan-IIs had been assigned to guard the Princess.

"Commander" the lead Spartan declared, saluting the naval officer.

"At ease" Preston replied, the Spartan lowered his hand but barely relaxed his stance.

"Senior Chief Petty Officer Maxwell-021" the Spartan said, introducing himself to the Commander.

"I see. You and your team are the personnel guard of Princess Celestia, correct?" Preston inquired.

"Yes, sir" Maxwell answered; the Commander nodded and stepped past the Spartan, ending their conversation.

"How do you feel about being assigned the UNSC's greatest soldiers to be your guard?" Commander Preston asked Celestia.

"My Royal Guards were doing just fine; I don't understand why I need those massive robots" Celestia declared, she was standing out on the balcony and whispering.

"You needn't whisper, unless we were to leave this floor the Spartans would be able to hear everything we said" Preston explained. "Also they're not robots, they're real people underneath those suits and they're the deadliest warriors in the galaxy" the Commander explained.

"Let's prove it; I want to see them spar against my royal guards" Celestia requested, Preston smiled.

"How many guards?" the naval officer inquired.

"Ten, at least."

"Come on, give 'em a real challenge" the Commander exclaimed.

"Fine, fifteen" Princess Celestia replied, Preston nodded.

"That's better. Where should the match be held?" Commander Preston said, staring out at the horizon.

"There's a sparring ring in the guards' barracks" the sun goddess answered.

"Excellent."

* * *

><p><span>February 20th, 2531<span>

Equestrian star system

Covenant CSO-class supercarrier _Divine Wind_

Ship-master Thar 'Saramee

Mission: exterminate all life in Equestria

Thar 'Saramee stood on the bridge of his ship, looking over Ponyville with a mix of disdain and longing.

_This place was so peaceful, friendly. But those vile humans had to come and desecrate it with their filthy presence _the Sangheili Ship-master thought.

He was conflicted about this whole situation; on the one hand he tolerated the ponies and firmly believed in his gut that their leader was a descendant of the Forerunners, despite the Hierarchs telling him otherwise. On the other hand the ponies had allied with humanity; the ultimate heresy.

_How tiresome_ the Ship-master mused.

Suddenly his assistant piped up. "Excellency the Hierarchs wish to speak with you" Rav stated, Thar removed himself from the bridge and entered the private holo-chamber.

_"Ship-master 'Saramee, I trust you've eliminated all on the planet?" _the Prophet of Regret asked, he was the sole Prophet on the screen.

"I apologize but I have not; I am currently searching for Forerunner artifacts" Thar answered, Regret rubbed the side of his head.

_"Our patience is not infinite, Ship-master. Kill all on the planet, then search for the artifacts. Or search for artifacts while killing the humans and ponies. It does not matter"_ Regret explained.

Thar bowed. "As you wish."

The Sangheili stepped from the chamber and returned to his usual spot on the bridge. "We are done here. What is the next nearest settlement?" Thar asked, his navigation officer looked over his display for a moment before turning.

"A small hamlet called Appleloosa, Excellency" the nav officer answered.

_Silly name _Thar mused. "Plot a course for Appleloosa" the Ship-master ordered.

* * *

><p><strong>*This was mentioned in the book Halo: Ghosts of Onyx, page 40.<br>******This is a reference to the same line spoken by the Prophet of Truth in a Halo 3 trailer.  
><strong>**I would like to thank Michael Blackburn for beta-reading this chapter.  
><strong>

* * *

><p><em>Legal stuff: Thar 'Saramee, Commander Michael Preston, and all related characters belong to me. Twilight Sparkle, Princess Celestia, and all related characters belong to Hasbro. My Little Pony belongs to Hasbro. The Prophet of Truth, The Prophet of Mercy, and The Prophet of Regret all belong to 343 Industries. Halo belongs to 343i.<em>


	9. Chapter 9: Contingency

**Some of my more observant readers will notice I changed the dates this story takes place on, that's because this story starts out in the Procyon System when the Covenant invaded Arcadia colony. Which took place on February 9th, 2531 as revealed in Halo Wars. So I had to change the rest of the dates to correspond with this reference.**

* * *

><p><strong>Chapter Nine<strong>

**Contingency**

February 20th, 2531

Equestrian star system

Everfree Forest

Commander Michael Preston

Mission: Retrieve Everlasting Fall from the _Marathon_'s wreckage

Commander Preston and MCT-7 pushed their way through the dense foliage of the Everfree forest, struggling to get through without tripping on a tree root or rock.

"Come on, the _Marathon _should be just up here" Preston said, urging the Marines to keep moving.

While Everlasting Fall would be a useful companion the Commander needed to remember to tell him to leave some subroutines behind to launch and pilot the ship for Preston's plan.

The group stepped through a section of trees and saw the _Marathon _resting across a large gorge, almost like a massive bridge.

"Looks pretty good despite being crashed in the middle of a supernatural forest" Private Leroy Jenkins remarked, the group entered the destroyer through an airlock on the side.

"We're here to retrieve EF, so let's get to the bridge" Preston said, he looked up before stepping into the ship; the bridge of a UNSC destroyer was located on top of the craft, similar to UNSC frigates.

All in all it would take a while to reach the top.

"Everlasting Fall, come in" Preston said over the radio, there was no response. "Damn, looks like communications are down, can't say what's jamming 'em" the Commander declared.

Along the way the naval soldiers began to hear faint noises emanating deep within the ship, Preston chalked them up to being the repair drones EF had activated.

Suddenly though there was a tremendous bang near the top of the vessel, though it was impossible to tell exactly where it had originated given the strange acoustics of the ship.

"Come on" Commander Preston said, the group made it to the bridge and looked around; the command room was in decent shape having been unaffected by the crash due to its position.

Preston approached the holo-tank and pressed a few keys, dumping Everlasting Fall to a portable chip, which was ejected from the tank when the Commander was finished. He pulled Fall's chip out and inserted it into his data-pad.

"Ah, Commander Preston. Welcome back to the _Marathon_" Fall declared, his voice emanating from a small speaker on the side of the pad.

"Fall, I need you to separate some subroutines; just enough to launch and pilot the ship" Preston explained.

"Yes, Commander" EF replied, he linked to the ship's computer and performed the necessary tasks. "There, that should be enough to get the _Marathon _moving" Fall said.

"Good. Now, what's the status of the ship and its weapons?" Commander Preston inquired; EF looked over the relevant data.

"The ship is currently at 63%* operational effectiveness. Both MAC cannons are operational; all Archer missile pods are operational. The Shiva nuclear warheads are operational however their launcher is offline, it will take three weeks repairs to get the launcher operational again" Fall explained.

_Damn. Well it's too dangerous to use the nukes anyway _Preston mused, shaking his head. "Alright, thank you Fall" the Commander said.

"There's one more thing, Commander. Covenant forces have entered the ship, and will breach the bridge in seven seconds*" Fall exclaimed.

"What the hell?" Preston stated, he and the Marines took cover as the door to the bridge detonated, Covenant Elites poured in through the opening.

"Fire!" Commander Preston yelled, the Elites entering were cut down by the humans' fire. "We need a quick escape back to Canterlot" Preston stated.

"Yes, Commander. Your custom Pelican is docked in launch-bay 14*" Fall answered, Preston's face contorted into a very rare smile as he thought about his custom Pelican.

_Oh the work I put into that_ the Commander mused, he was eager to get down there and see his pet-project once more.

"Well then what are we doing standing around? Let's go" Preston cheerily exclaimed.

* * *

><p><span>February 21st, 2531<span>

Equestrian star system

Royal City of Canterlot

Commander Michael Preston of the UNSC destroyer _Marathon_

Mission: Eliminate Covenant presence in Equestria

Commander Preston sighed happily as he looked over his custom Pelican, he and MCT-7 had returned to Canterlot without problem. Though that concerned the Commander as it made him wonder where the Covenant had run off to.

Preston sighed once again; his Pelican was a personal project he had taken on when he became a Commander, back when he was concerned with trivial nonsense. The Pelican in question was a prototype D77H-TCI** model; it had been painted black and had additional armor and armaments added to it.

In addition to a quad-mounting of 20mm cannons on the chin both wings had been overloaded with ANVIL-II missile pods, the pods stretched all the way to the tip of both wings; bringing the count to 18 for each wing and 36 in total.

On the back of the drop-ship a Troop Deployment Pod had been attached to the magnetic overhang, this addition was essentially an extension to the cabin which increased the amount of passengers and cargo it could carry inside the vehicle.

The Commander wiped a scuff off the nose and left the hangar that had been built for the aerial vehicles, heading up the stairs back into Canterlot Tower. The fight between a contingent of Royal Guards and three Spartan-IIs was due to begin any minute.

Preston stepped into the observation room which overlooked the sparring ring, the Spartans were already there waiting for the guards to arrive. "So, Princess, you really think your guards will win?" Commander Preston inquired.

"They're the best of the best" Celestia replied, Preston chuckled to himself.

"We'll see about that" the Commander replied.

Just then twenty royal guards entered the room, completely adorned in elegant battle armor. The fact that the armor was ceremonial as well as battle-ready reminded the Commander of Elite armor.

"Round one; begin!" Celestia shouted; the door to the observation room opened and in stepped MCT-7 as well as Twilight Sparkle and her friends.

All twenty of the guards drew their royal staffs and approached the completely weaponless Spartans. In addition to having no weapons the Spartans also had their armor removed, a direct order from Preston himself. If the Spartans had their power-armor then they would most assuredly kill the guards, something neither Celestia nor Preston wanted.

The staffs hovered in front of the guards, levitated by their magic. The staffs darted forward and the three Spartans each grabbed one.

Even without their armor the Spartans were very strong; any one of them was stronger than five Royal Guards. This was proven when one of the Spartans swung his weapon down on a guard, the guard held his staff up in a defensive pose but it was smashed in half by the Spartan.

Spartan-021 dodged a stab from a staff and grabbed it, jerking it out of the air and whipping it across the room. The guard that attempted to stab him rose up on his hind legs and attempted to punch the Spartan. Maxwell-021 dodged the blow and kicked his leg up, snapping the guard's arm in half.

Maxwell then snapped a side-kick into the guard's exposed stomach and sent him flying into the wall.

The other guards were briefly stunned by seeing their comrade defeated allowing the three Spartans to neutralize three more, bringing the guard count down to sixteen.

The Spartans broke the arms of four more, forcing the guards to split up into three teams of four. Each team was assigned to one Spartan.

Maxwell dodged attacks from four staffs and grabbed one, slashing the other three in half. The Royal Guards attempted a hit on the Spartan and he blocked each of their attacks.

One of the guards attempted to blast the supersoldier with a magic spell, it missed and Maxwell grabbed the Unicorn by the horn, flinging him into his companions.

The four guards recovered immediately and resumed their assault on the Spartan; Maxwell kneed one in the face and roundhouse kicked a second across the face, knocking both of them unconscious.

With just two remaining they attempted to attack Maxwell at the same time, he blocked both of their attacks and dropped low, sending his fist up in an uppercut to the first and grabbing the other by the throat.

The uppercut connected and knocked the guard out, Maxwell stood with the other still in his hand flung him onto the floor. He delivered as light of a kick as possible for a Spartan to the Unicorn's kidney, there would be no permanent damage but the pain caused the guard to black out.

Maxwell looked up and saw that his teammates had already finished off the other guards.

Back up in the observation booth Preston added a point for the Spartans on his data-pad, wanting to keep score of the fights.

Several rounds later and the score was seven to zero, with the Spartans in the lead. To say Princess Celestia was mad was an understatement, though she showed no visible signs Preston could tell she was pissed.

"Want to end the fight?" Commander Preston asked, Celestia shook her head.

"No. In fact I want to up the challenge; withdraw those twenty and replace them with the Captain of the Guard" Celestia offered.

"Deal" Preston replied, the Princess gave the necessary orders and a few minutes later the Captain stepped in.

He was massive, even larger than Applejack's brother Big Macintosh, and was extremely muscular. To the Commander it looked as if the Captain was more muscular than some action hero that travelled the world fighting bioweapons***.

The Spartans gave no sign they were concerned.

The Captain flew up into the air with a flap of his massive wings, immediately darting for the Spartans. Maxwell and his team sidestepped and the Pegasus soared past them, the other two Spartans struck the Pegasus allowing Maxwell to move an deliver an open-handed strike to the Pegasi's neck.

The Captain turned and bucked his rear legs out; they connected and slammed into Maxwell's chest.

With no effect other than forcing the Spartan to step back a few inches from the blow.

Maxwell grabbed the Captain's leg and jerked him backward, slamming his elbow into the back of the Pegasi's head.

The Captain was out cold.

"That's it, sparring over. Final score; Spartans 8, Royal Guard zero" Preston exclaimed, Celestia was fuming.

"I told you the Spartans were the greatest warriors in the galaxy" Preston said, the group left the observation room while the Spartans immediately went to get their armor refitted.

The Commander was about to say something to comfort Celestia when her sister Princess Luna came galloping down the hall, sliding to a stop in front of the group. She had been going so fast that when she stamped her hooves down to brake her shoes threw sparks all over the hallway.

"Luna? What is it?" Celestia asked, she gave her younger sister a moment to catch her breath.

"The…Covenant…invaded…Appleloosa" Luna breathed, Celestia and Preston looked at each other.

"I'll round up all available forces and get them to the Pelicans, I advise that Twilight and her friends stay here" the Commander stated.

"No way! My cousin Braeburn lives in Appleloosa, I need to see if he's OK" Applejack protested.

"Damn, that complicates our mission. Fine, Applejack can come. The rest of you stay here" Preston ordered.

"What about Rainbow Dash? We need to find her! What if she's hiding out in Appleloosa?" Pinkie Pie asked.

"Fine. Applejack, Pinkie, you're with me. Now the rest of you STAY HERE" Preston demanded, he proceeded down to the hangar where his custom Pelican rested.

"Get aboard" the Commander ordered, he walked over to a M12R LAAV Warthog**** and hopped in, the standard machine-gun had been replaced with an experimental M79 Multiple-Launch Rocket System, developed and tested on planet Reach.

Preston drove the Warthog up to the back of his custom Pelican and drove it into the extended cabin, locking it down with multiple retention straps. He stepped into the cockpit where his pilots were waiting for the signal to take off.

In addition to the Warthog Preston was also taking with him MCT-7 as they were his unofficial support team. The Pelican lifted into the sky and joined the dozens of other Pelicans as they headed for the town of Appleloosa.

* * *

><p><strong>*These are all seven references.<br>******This is the Pelican model first seen in Halo 3.  
><strong>*****This is a reference to Chris Redfield's heavy musculature as seen in Resident Evil 5.  
><strong>******This is the rocket-Warthog seen in Halo: Reach.  
><strong>**I would like to thank Michael Blackburn for beta-reading this chapter.  
><strong>

* * *

><p><em>Legal Note: Commander Michael Preston, Senior Chief Petty Officer Maxwell-021, and all related characters belong to me. Twilight Sparkle, Princess Celestia, and all related characters belong to Hasbro. My Little Pony belongs to Hasbro. Halo belongs to 343 Industries.<em>**  
><strong>


	10. Chapter 10: Appleloosa

**Chapter Ten**

**Appleloosa**

February 21st, 2531

Equestrian star system

Town of Appleloosa

Ship-master Thar 'Saramee of the Covenant supercarrier _Divine Wind_

Mission: Exterminate all life in Equestria

Thar tossed the dead body of the earth-pony in his hand away, deactivating his energy sword and stowing it afterwards. The Ship-master had to repress the urge to clean his hands after touching the creature.

Just then Thar's assistant Rav 'Taramai walked up, his plasma rifles were in his hands though he stowed them before speaking with the Ship-master.

"The town is clear, Excellency. We have killed every pony we've found" Rav declared, Thar's face contorted into a smile.

"Good work. Sweep the town again, I want no pony remaining. You know what to do if you find any of Twilight's friends" Thar growled.

"Of course, Excellency" Rav replied before departing off back into the town.

Thar sighed as he looked out at the mountains in the distance, despite being several miles away the mountain Canterlot was built on was still visible; it almost seemed the mountain was designed to tower over everything else on the planet.

The Ship-master shook his head as he began to mentally recite the Writ of Union.

_So full of hate were our eyes that none of us could see. Our war would yield countless dead but never victory. So let us cast arms aside and like discard our wrath. Thou, in faith, will keep us safe whilst we find the path_.

Thar looked back at the piles of dead ponies the Unggoy were beginning to clean up. _Indeed_ thought the Ship-master as he mused over the Writ of Union again.

Suddenly movement caught his attention, he looked at up at the mountains and took a closer look with the digital magnification his heads-up display provided.

Swooping down as they rocketed toward the western town were hundreds of the human drop-ships, carrying vehicles and other assorted equipment.

Thar immediately darted into action. "Bring the tanks around and take up defensive positions. Rav, arm that anti-air cannon, now!" Thar ordered, he took a position directly at the front of the town, patiently waiting for the humans to arrive.

"The true devotee honors our name with actions, not words!" Thar bellowed as he activated his energy sword, glaring at the steadily approaching humans.

The lead drop-ship came into range and Thar was about to order the anti-air cannon to fire when there was a tremendous explosion, whipping his head around Thar saw that the cannon was engulfed in a massive fireball. A second later a squadron of human fighters streaked over the town.

"By the Gods!" Thar exclaimed, he turned back to see that the human drop-ships had dropped off their cargo and passengers; dozens of human tanks and jeeps were gunning for the Covenant positions.

"FIRE!" Thar thundered, his tanks sent plasma arcing across the sky and bringing it down on multiple human soldiers and vehicles.

One drop-ship in particular soared over the Ship-master, it had been painted a black color and looked to be more heavily-armed. The drop-ship swooped and turned before lowering to the ground, a human vehicle slid out of the back along with a squad of soldiers.

A rocket system on the back of the vehicle turned and fired; six missiles streaked out and blasted apart multiple Sangheili, flinging their remains far and wide.

Thar started to make his way to this human vehicle when a massive explosion sent him to the ground, he turned over on his back and saw the town's clock-tower standing tall, the sun shining high behind it. 'Saramee was about to stand when a human tank went racing past, momentarily blocking the sun from Thar's vision.

The Sangheili leaped to his feet and ducked into an alley, doubling back around to the center of the town where that rocket-launching vehicle was at.

Along the way a trio of human warriors ran past an entrance to the alley, Thar darted out and killed all three of them, rolling forward to avoid getting shot by another squad of human soldiers.

Thar spotted an orange earth-pony sporting a large hat, the Ship-master recognized the mare as one of Twilight's friends; Applejack. The Sangheili charged for the pony, intent on murdering her. Before Thar could bring his sword down on the earth-pony's hide he came under fire from the humans, he turned and recognized one as the human leader that had engaged him hand-to-hand back in Ponyville.

Thar roared and charged for the human.

* * *

><p>Commander Preston slapped a magazine into his new weapon; a new prototype ONI was field-testing called the XBR55, otherwise known as the battle rifle. It was similar to the MA5 in the sense it too was a bull-pup rifle with an electronics suite to display the rounds left in the magazine, which held sixty rounds just like the MA5B. The only major difference besides appearance was that the battle rifle fired a 9.5mmX40 full-metal jacket semi-armor piercing round in a three-round burst.<p>

The Commander thumbed the bolt forward and sighted in through the included 2x-zoom optical scope, his reticule came on the same sword-wielding Elite that he had knocked out in Ponyville.

_What was his name again? Thar! _Preston concluded, he pulled the trigger and three rounds were sent at the Elite, deflecting off his shield.

The Elite noticed and recognized the Commander and immediately charged for him, Preston pulled the trigger as fast as he could, watching the sixty round magazine disappear into the alien's shields.

The rifle clicked empty just as the Elite reached Preston; the Commander dropped the magazine and rolled away as the Elite swung his sword.

The Elite pinned Preston to the ground and growled as he raised his sword up, preparing to stab the Commander.

The blow never came as the Elite was kicked away by Maxwell-021; the Spartan was wielding an M7 SMG with a battle rifle-style flash-hider threaded to the barrel.

The Elite kicked the SMG out of Maxwell's hand and the Spartan responded by drawing a standard UNSC Combat Knife.

Maxwell spun the blade around and tightened his grip when it was in the position he wanted it to be in; back of the handle facing his chest and blade pointing out at the Elite.

Maxwell stabbed the knife out at the alien.

Commander Preston turned and saw that Applejack was doing her best to take cover by some wreckage; unfortunately for her she failed to notice the Wraith tank that was nearly on top of her.

"Applejack, get out of there!" Preston shouted, the farm pony looked up and saw the Wraith slowly hovering over the wreckage, its Gravity Propulsion Device streaming down as it held the tank aloft.

Applejack scrunched down further as the tank glided over her harmlessly, proceeding past her and into the middle of the town.

The Wraith turned and fired its Plasma Mortar, sending a plasma bomb high into the air and bringing down directly on top of—

-Pinkie Pie.

The plasma bomb landed on the pink pony and she disappeared in a flash and explosion of blue plasma, when the smoke cleared there was absolutely no evidence a pony ever stood there.

"NOOOOOO!" Commander Preston yelled, he turned back and saw Maxwell-021 stab the Elite through the chest, the Spartan was promptly kicked away by the Zealot who then ripped the knife from his chest; the Elite sprinted away towards the supercarrier which was hovering several hundred feet away from the town.

"When have you ever seen an Elite retreat?" Preston asked Maxwell who returned his knife to its sheath.

"Never" Maxwell replied.

"Exactly, something's going on here" Preston declared, he walked over to where Applejack was standing.

"AJ, we gotta go" the Commander said, the farm-pony turned to face the human.

"Where's Pinkie?" she asked, Preston shook his head.

"No…she can't be" Applejack stated, she was on the verge of crying.

"We have to go" Commander Preston said again, he looked up and saw the supercarrier turning towards the town.

"Shit. All UNSC personnel retreat, I say again; retreat!" Preston yelled over the radio, he turned and prepared to walk away when another Elite dropped down from a rooftop to engage them.

Overcome with anger Applejack turned and tried to buck the Elite and was rewarded by having her rear legs slashed off, she screamed a bloodcurdling yell.

Sergeant Grimesy and MCT-7 stepped up and eliminated the Elite.

"Alpha-777 we need you and the other Pelicans to return and extract us" Preston ordered the crew of his custom Pelican.

_"Commander we're not gonna get there in time, that Covenant ship will have the town glassed by the time we launch" _the pilot of A777 protested.

"That's not a suggestion; get here, now!" Commander Preston commanded, he turned back to face the supercarrier.

"Everlasting Fall, activate your subroutines on the _Marathon _to get that ship out here" Preston said, the A.I. complied.

"What's the plan, Sir?" Grimesy asked, stepping up next to the Commander.

"What it always is; improvisation" Preston answered, Grimesy began to curse.

The _Marathon _rocketed over Appleloosa and the supercarrier turned to fire, the destroyer banked until it was facing the supercarrier. The plasma projector on the bottom of the Covenant ship was still warming.

"FIRE!" the Commander bellowed, the two MAC cannons flashed and sent rounds impacting into the front of the supercarrier, damaging it. The _Marathon _then rolled upside down and dipped down before pulling back up and slamming full-force into the underside of the supercarrier's prow, completely destroying the main plasma projector.

Commander Preston swore he could hear the captain of the Covenant vessel roaring in anger as the supercarrier turned and rocketed away from Appleloosa; just then the Pelicans arrived to pick up the Marines and their vehicles.

A medic had wrapped up the stubs where Applejack's rear legs used to be and they loaded her onto Preston's personal Pelican, along with MCT-7 and the Commander's rocket Warthog.

"Let's go" Commander Preston solemnly stated as the Pelicans began to rise into the sky, the last thing the Commander saw before the rear-hatch closed was the crater in the ground that marked the spot where Pinkie Pie had drawn her last breath.

* * *

><p>Twilight Sparkle and her friends had cried thoroughly at the news of their party-pony friend's death, also shedding tears at the sight of Applejack and the air that occupied the spots her rear legs were supposed to.<p>

While Twilight and her remaining friends comforted Applejack and each other Commander Preston stood outside the hospital tent with Princess Celestia.

"And after that we returned here, to Canterlot. The battle wasn't a total loss, however. We did damage the Covenant ship, preventing them from destroying Equestria further from the ship" Preston said, finishing up his recount of the battle.

Princess Celestia sighed in sadness. "What do you propose will happen next?" the sun goddess asked.

"I've got a plan to take this battle to the Covenant supercarrier and end the war in Equestria" Preston started.

"Me and a substantial contingent of Marines are going to board the enemy ship and clear it out, we will then wipe all records of Equestria from the Covenant database before using the enemy ship to leave Equestria" the Commander finished.

Celestia looked in the tent briefly before bringing her attention back to Preston. "Please…don't fail. Can you please promise me no more suffering will befall my subjects?" the sun goddess asked.

Commander Michael Preston turned and gazed in the tent at Twilight and her friends.

He never answered Celestia's question.

* * *

><p><strong>Author's note: Thar mentally reciting the Writ of Union will have something to do with the story, as he greatly enjoys musing over the Writ. The <em>Marathon <em>crashing into the _Divine Wind _is totally plausible as Covenant ships have to drop their shields to fire their weapons. Also there's no way this story will be over that soon, I have many more things planned. Thank you everyone who left a review, that's what keeps this story going.  
><strong>**I would like to thank Michael Blackburn for beta-reading this chapter.  
><strong>

* * *

><p><em>Legal Note: Thar 'Saramee, Rav 'Taramai, Commander Michael Preston, and all related characters belong to me. Twilight Sparkle, Princess Celestia, and all related characters belong to Hasbro. My Little Pony belongs to Hasbro. Halo belongs to 343 Industries.<em>


	11. Chapter 11: A Divine Wind

**Chapter Eleven**

A Divine Wind

February 22nd, 2531

Equestrian star system

Royal City of Canterlot

Commander Michael Preston of the UNSC _Marathon_

Mission: Eliminate Covenant presence in Equestria

"So how's it been, Sir?" Private Leroy Jenkins asked the Commander, who was looking over a report on his data-pad.

Commander Preston sighed. "It's been bad, and each casualty so far was someone we knew; Fluttershy, Pinkie Pie, Lyra and Bon-Bon" he said, rattling off the names of the dead.

"Lyra and Bon-Bon are dead?" Jenkins exclaimed, he suddenly grew very solemn and stepped outside onto the balcony outside Princess Celestia's room.

Preston left the young Private alone.

Jenkins stared out at the landscape far below the mountains and sighed, rubbing his eyes with his palms. _Lyra…Bon-Bon… _Jenkins mused.

The Private clenched his fists and stepped back into Celestia's chambers, approaching the Commander and Sergeant Grimesy.

"Commander Preston, what's the plan?" Jenkins inquired, Preston turned back to face the Private.

"We're going to board the Covenant supercarrier and use it to leave Equestria, but not before we kill all aboard the ship" Preston answered.

"Sir, request that Sergeant Grimesy and MCT-7 lead the assault on the bridge of the supercarrier" Jenkins declared, his request took both Commander and Sergeant by surprise.

"Granted" Preston said before exiting the chambers.

"What are you gonna do, Jenkins?" Sergeant Grimesy asked, all he could see in the Private's eyes were the flames of anger.

"What we're supposed to do; kill them all" Jenkins answered.

* * *

><p>Commander Preston entered the medical tent where Applejack was recovering; her remaining friends were all sleeping in chairs around the bed.<p>

At the sight of the Commander Applejack rose up to better face the human.

"How are you feeling?" Preston inquired, taking a seat in an empty chair next to the bed. Applejack sighed and the tears began to flow from her eyes.

"Them legs were my life; I used them to buck the apples from ma farm. Now I'll never buck apples again. What is a pony supposed to do when the things she needs for her special talent is taken from her?" the farm-pony asked.

"I don't know" Preston replied, shaking his head. AJ broke down into full-on sobs, rousing her friends from their sleep.

"Preston…what are you doing here?" Twilight said, slowly shrugging off the effects of sleep.

"I came here to comfort AJ. You've all lost two of your friends and a third is missing. I promise we'll find Dash before we leave" the Commander assured them, giving a determined and confident nod.

"You're all…leaving?" Twilight asked, a saddened look in her eyes.

"I'm afraid so; I'm currently working on a plan to board the Covenant supercarrier to clear it out so we can use it to return home" Preston explained.

Everlasting Fall then piped up. "Commander I have been studying this plan and I must point out the flaws I have seen" the A.I. said.

"I'm listening."

"No human has ever captured a Covenant vessel before; we know not of their layout, controls, or internal defense systems. Also capturing a Covenant ship without first sweeping it for tracking bugs is a hazard and direct violation of Cole Protocol Subsection 7" Fall explained.

"Subsection 7?" Preston wondered aloud, he wasn't familiar with that part of the Protocol.

"No captured Covenant craft may be taken to human controlled space without an exhaustive search for tracking systems that could lead the Covenant to human bases" Fall recited the protocol.

"So we board the ship and activate the self-destruct sequence, then wait out here in Equestria for rescue. Everybody wins" Preston said, offering his revised plan to the A.I.

"Yes, Commander. That is satisfactory with the guidelines of the Protocol" Fall stated.

Twilight was about to protest by saying that Thar 'Saramee wouldn't be happy but she remembered that he had caused the deaths of so many ponies, this whole ordeal confused Twilight greatly.

_He liked and respected us, why would he suddenly change his mind when he discovers humans are here? Further more what is so bad about humans? They've been here over a week and they've been more or less friendly, and they've been protecting us. Maybe if I just talked with Thar I could convince him that the humans are good _Twilight thought.

"Commander, I request that me and Rarity accompany you to the Covenant ship" the lavender Unicorn said, Preston looked down at her.

"For what purpose?" the naval officer asked.

"You'll need our magic to navigate through the ship" Sparkle replied, the Commander thought this over.

"Granted" Preston said, he nodded and quickly departed for Celestia's chambers once again, leaving Twilight and Rarity with Applejack.

"About Dashie…do you think…we'll ever see her again?" Applejack asked, tears still coming from her eyes.

"I don't know where she is, but I know Rainbow Dash is still alive" Twilight said, Rarity agreed with this statement.

"Indeed it will take a lot more than a few ruffians to take down dear Rainbow Dash" Rarity exclaimed.

Comforted by her friends words Applejack smiled for the first time in several days.

* * *

><p><span>February 22nd, 2531<span>

Equestrian star system

Covenant CSO-class supercarrier _Divine Wind_

Ship-master: Thar 'Saramee

Mission: Exterminate all life in Equestria

"Arm plasma cannons and bring us up ten units, bearing two-two-zero" Thar 'Saramee ordered his weapons and navigations officers respectively; the _Divine Wind _was currently rocketing toward the Pegasus home-city of Cloudsdale.

"Look at that! They're already running!" Rav 'Taramai shouted, pointing at the display. As true as he said Pegasi all over the city were flying away.

"Do NOT let them escape!" Thar ordered, the weapons officer typed furiously at the holographic keys to arm the point-defense lasers.

Lasers pulsed out and any Pegasi attempting to fly from the city flashed from existence, the cannons flashed and multiple bolts of plasma were sent soaring into the city of clouds; boiling them and their inhabitants away.

Seven minutes later all of Cloudsdale had been completely wiped away, leaving no evidence but the occasional cloud chunk.

Satisfied with his work Thar turned to leave the bridge but was stopped by Rav. "Excellency, reports indicate that the damage to the plasma projector is too severe for repairs of our own. It will have to be repaired at a space-station" the Aristocrat explained.

Thar sighed in anger and proceed out of the bridge and down to the brig where the pony they had captured a while ago was currently staying.

For a moment Thar looked over the pony as she lie strapped upright to a torture bed, the Ship-master deactivated the energy barrier and stepped in just as the pony began to wake.

"Well, well, well. Look who is awake" Thar growled, taking a step toward the pony.

"What do you want? Let me go!" the pony demanded, starting to thrash against her gravity bands.

"I will do nothing of the sort" Thar said as he drew his energy sword and activated it, waving it near the pony's outstretched wings.

"Wha…what are you gonna do?" the Pegasus asked in fear, her eyes were locked to the sword.

"Deprive you of the one thing you love so dearly" Thar said, the Pegasus began to cry.

"No, please. Don't!" she pleaded, Thar drew the blade back as he prepared to saw the Pegasus's wings off.

"So full of hate were our eyes that none of us could see. Our war would yield countless dead but never victory. So let us cast arms aside and like discard our wrath. Thou, in faith, will keep us safe whilst we find the path!" Thar exclaimed, he slashed the blade down on both wings cutting them clean off. The Pegasus broke down sobbing.

"Why...Why?" the Pegasus managed to choke out, Thar looked back at her and deactivated the sword.

"Because we found you" the Ship-master declared, causing the Pegasus to cry harder.

"Good day, Pony" Thar stated as he walked from the brig.

* * *

><p>"So once we're in the ship we will have Rarity mask our presence as long as possible while we clear out the ship. Then we will have Everlasting Fall hack the ship controls and move us up into space where he will then open airlocks in every single compartment with the exception of the bridge and whatever one we're currently in. Fall will then re-pressurize all compartments; we'll clear the bridge, and drop Twilight and Rarity off before arming the self-destruct sequence. Questions?" Commander Preston said as he finished explaining the plan to all the Marines in the room.<p>

Private Jenkins raised his hand. "What if pony prisoners are detected in the ship?" he asked.

"Covenant don't take prisoners" Grimesy immediately answered, Jenkins shook his head.

"They don't take human prisoners; they might treat the ponies differently" the young Private retorted.

"Jenkins has a point. I will have EF check the ship for prisoners when we arrive" Preston declared.

"Yes, Commander" Fall said, acknowledging the Commander's orders.

"Alright everyone, dismissed. MCT-7, stand by until everyone else leaves" Preston said, he waited several minutes until he and the Marine squad were alone.

"What's the situation, sir?" Grimesy asked, Commander Preston sat down in a chair and sighed.

"I have concerns for Twilight Sparkle; she was friends with the Covenant captain, an Elite named Thar. She may have reservations about us killing him" Preston explained.

"What do you want us to do, Sir?" Grimesy inquired.

"Just keep an eye on her when we get into the ship; I don't think she'll try anything to compromise this mission but who knows for sure? If she does try anything other than guiding us through the ship then restrain her" the Commander ordered.

"Yes, sir."

* * *

><p><strong>Four hours later<strong>

Commander Preston braced himself as the Pelican dodged another plasma bolt, narrowly colliding with a Covenant Seraph fighter.

Three Pelicans carrying MCT-7, 14, and 21 along with Spartan-021 and his team were streaking across the sky toward the Covenant supercarrier which had deployed Seraphs to combat the human team.

In addition to MCT-7 the Commander's Pelican was also occupied by Twilight Sparkle and her Unicorn friend Rarity, who was currently complaining about the 'dreadful' appearance of the Pelicans while complimenting the Covenant ship.

"It has such elegance and beauty; it's almost like the ship just flows across the sky, completely effortless. The color is very nice as well" the white Unicorn swooned.

Commander Preston blocked out her ramblings as the Pelicans streaked for the starboard* side landing bays, a squadron of Longsword fighters rocketed past and launched rockets into the side of the supercarrier. The rockets did very minute damage but they were only supposed to confirm the suspicions of the shields being up.

When the smoke cleared and several new marks were made visible Preston knew the shields were down. "Let's go!" Preston commanded, the Pelicans upped their speed and streaked into the landing bays, the pilots immediately pulsed the engines to brake and lowered themselves to the deck.

"Touchdown! Hit it, Marines!"** the pilot of Preston's Pelican yelled, the Marines of all three Pelicans disembarked and immediately engaged the Covenant in the hangar.

When they had killed the last enemy in the hangar Preston reloaded his XBR55 and ordered the Marines to regroup on him.

"Alright; stick together, watch your corners, and keep moving. We need to clear this thing fast before the entire ship knows we're here" the Commander said.

The group was about to move out when Everlasting Fall spoke up once again. "Commander, I have finished my scan of the ship and have discovered only one prisoner" the A.I. stated.

"Hit me" Preston replied.

"Rainbow Dash" Fall finished, the Commander looked down at Twilight and Rarity.

"Well that complicates our mission" Preston declared before he and the Marines began to move out.

* * *

><p><strong>*This is the right side of the ship.<br>******This is the same line spoken by Foehammer, the pilot of Pelican Echo-419, at the start of the mission The Silent Cartographer; Halo: Combat Evolved.  
><strong>**I would like to thank Michael Blackburn for beta-reading this chapter.  
><strong>

* * *

><p><em>Legal stuff: Thar 'Saramee, Commander Michael Preston, and all related characters belong to me. Twilight Sparkle, Princess Celestia, and all related characters belong to Hasbro. My Little Pony belongs to Hasbro. Halo belongs to 343 Industries.<em>


	12. Chapter 12: Ultimate Sacrifice

**Chapter Twelve  
><strong>**Ultimate Sacrifice  
><strong>

* * *

><p><span>February 22nd, 2531<span>  
><span>Equestrian star system<span>  
><span>Covenant CSO-class supercarrier<span>  
>Commander Michael Preston of the UNSC <em>Marathon<br>_Mission: Eliminate Covenant presence in Equestria  
><span>New directives: Rescue Rainbow Dash from Covenant ship.<span>

"Alright everyone, listen up; the Covenant have captured a pony very important to this war and are holding her in the brig. We need to rescue this pony before we can clear the ship" Commander Preston explained.

The group stepped through a door into a corridor; it was a mixture of multiple shades of purple and stretched as high as fifteen feet.

"Fascinating" Twilight said, admiring the elegant beauty of the ship.

"Stay focused, we need to find that brig" Preston said, the group made their way through the ship, killing Covenant where they could.

Along the way Twilight's thoughts were split between Rainbow Dash and Thar. _Why did Thar capture Dash? Does he think he'll get information out of her? What if he's been torturing her? _the lavender Unicorn thought, she rejected that last thought almost immediately.

_Thar may be waging war against us but he wouldn't torture an innocent pony _Twilight decided, some part of her mind thought otherwise.

_Oh really? Well he didn't have a problem stabbing Fluttershy and kicking Scootaloo down the street. Grow up, Twi. Thar is violent and bloodthirsty _her mind chirped, the Unicorn struggled to remove these thoughts.

_No. Thar is doing what his superiors have told him to, he's not fighting us out of spite _Twilight couldn't believe she was trying to justify her friend's death.

_Don't forget he also killed Pinkie Pie. I wonder how she died. Quickly and painlessly? Or slow and horror-filled? _her mind asked.

"Commander, how did Pinkie die?" Twilight asked solemnly, Preston looked down at her.

"She was killed when a plasma bomb from a Wraith tank landed on her" the Commander answered.

_Ha! She died quickly and painlessly _Twilight trumped her mind.

To no effect. _I wonder what it was like to see that; to watch as chunks of your friend fly apart, knowing you can do nothing _the lavender Unicorn's mind said.

Twilight nearly vomited at this.

_Give it up, Twilight. You and I both know that Thar and his men are violent savages._

"NO!" Twilight suddenly screamed, the Marines all immediately dropped to one knee at the sudden noise.

"What's wrong, Twi?" Private Jenkins asked, he was closest to the Unicorn. All the humans were looking at her.

"Nothing, I was just thinking about something" Twilight answered.

"Let's go" Commander Preston growled, several minutes later they entered the brig and began to check the cells for any sign of Rainbow Dash.

"I found her!" Private Cole Ramsey exclaimed, he was standing at the back of the room near a platform with a holographic display.

Spartan-021 stepped onto the platform and deactivated the energy barriers, allowing Commander Preston and Twilight Sparkle to step into the cell.

"Dash! Are you OK?" Twilight asked, Preston went to work deactivating the gravity bands holding the Pegasus in place.

Sparkle gasped in horror when Dash slumped forward into the Commander's arms; in the spot her wings should've been occupying were stumps, having been slashed off by some kind of blade. The wounds were cauterized which prevented any blood from seeping out. Only one kind of weapon could simultaneously cut off wings and cauterize the wound.

An energy sword.

"We need to get Dash out of here" Private Jenkins declared, Preston passed the unconscious Pegasus to the private.

"Agreed, let's get back to the hangar" Preston said, the group made their way back through the ship to the hangar bay.

"The hangar should be right through this door" Commander Preston declared, the door opened and they were greeted with the Covenant Ship-master and six Hunters.

"Oh hell!" Preston yelled, he sealed the door and the group doubled back around, they entered the hangar bay and immediately came under fire from the Covenant.

"Alpha-777, we could sure use some evac!" Preston stated over the radio, he was firing on the Covenant with his M6G/B.

_"Copy that, Commander. We're on our way" _the pilot of A777 replied.

"We're going to fucking die" Jenkins shouted, he wasn't actually that bothered by the whole situation.

While the humans were busy engaging the Hunters they failed to notice the Ship-master sneaking around to their backside, when they finally did notice it was too late.

The Ship-master snatched up Twilight by the neck and held her against his body, using her as a shield. The Elite swung his energy sword at one of the humans but missed, instead the blade connected with Rarity's horn, slashing off the magical outlet.

Jenkins stood and fired his M6D at the Ship-master out of reflex, the heavy round soared past Twilight's left leg, grazing the outer edges of her fur.

The round struck the Ship-master's shields with no other effect; Jenkins forced himself to not pull the trigger again for fear of hitting Twilight.

"Put her down!" Jenkins yelled, keeping his M6D trained on the Elite, who merely growled in response. The Elite waited until a fuel-rod from a Hunter's cannon struck near the humans before making his escape.

When Jenkins' vision cleared the Elite was gone.

Just then the Pelicans arrived and were nearly destroyed by the Hunters, Private Ramsey gathered up Rarity as he and the other Marines made their way to Zulu-416.

"That massive Elite took Twilight!" Jenkins informed Sergeant Grimesy.

"We have to get off this ship, Marine" Grimesy replied, they all piled into Z416 while the other two Pelicans covered them.

Private Ramsey had almost reached the Pelican when an explosion nearby threw him to the ground, a group of Zealot Elites descended on the Private and Rarity, both powerless to stop them.

Private Ramsey struggled to pull his M6D out of his holster but was stabbed before he could; while the Elites were busy with him Rarity struggled to stand so she could rush for the Pelican.

Just as she got to her feet the Zealots took notice and grabbed her, throwing her in the opposite direction from the Pelican. The Unicorn shrieked in terror as a group of Grunts descended upon her and began to rip her apart; legs and other body parts flew into the air above the mob of the stocky aliens.

Private Jenkins attempted to leap out of the Pelican but was stopped by Sergeant Grimesy, Jenkins turned and smashed the butt of his rifle into the Sergeant's face, snatching up his shotgun and jumping out of the drop-ship as it and the others took off.

Zulu-416 was about to re-enter the Covenant ship when the energy barriers for the hangar activated, sealing them out.

Jenkins racked the pump of the shotgun as the Zealots turned to face them; they were joined several seconds later by the Ship-master.

Jenkins took aim and pulled the trigger, sending a wall of steel pellets into the crowd of Elites, they charged for him with their energy swords drawn and activated.

One Zealot stabbed his sword forward and Jenkins ducked to the side, unloading a shell into the alien's face and pumping the action to send another shell into the chest of another Zealot.

A few minutes of dodging and firing passed, leaving Jenkins alone with the Elite Ship-master.

"It's time to end this" Jenkins exclaimed, he loaded the shotgun and charged for the Elite who prepared to swing his sword.

When the time came Jenkins ducked to avoid the blow from the sword, aiming his shotgun up and pulling the trigger. The Elite's shields flared but otherwise held, he stepped forward and attempted to stab the young Private.

Leroy sidestepped and pulled the trigger again, shattering the Elite's shields. The Elite swung his sword and sliced the shotgun in half, leaving Jenkins only his M6D.

The Elite attempted to stab Jenkins again but missed, allowing Leroy to grab his arm and unload his entire magazine into the Elite's armor.

Every round bounced off the Ship-master's armor and he grabbed Jenkins by the back of the head, preparing to stab him in the gut with his sword. Leroy smacked the Elite's arm away and dropped to the deck, pulling out his knife and stabbing the Elite in the abdomen just above the left thigh.

The Ship-master turned and snapped a side-kick into Jenkins' chest, sending him stumbling back until he struck a bulkhead.

Leroy ducked as the Elite stabbed his energy sword forward, slashing it deep into the bulkhead. Jenkins grabbed his knife and stood again, sending a roundhouse kick into the Elite's face.

While he was reeling from the blow Jenkins jumped onto the Elite's back and stabbed his knife down into the Ship-master's face, the Elite threw Jenkins off his back but not before having his left eye slashed out by the private's knife.

Roaring in pain the Elite spun and slammed his helmeted head into Jenkins' skull, slamming him into the bulkhead again. Before Jenkins could move the Elite stabbed the human in the stomach with his energy sword.

Though the blow didn't kill him it left Jenkins pinned to the bulkhead, allowing the Ship-master to step towards the Private.

"I am Thar 'Saramee" the Elite declared in perfect English before sending his fist smashing into Jenkins face.

And Private Leroy Jenkins breathed no more.

* * *

><p><span>February 22nd, 2531<span>  
><span>Epsilon Eridani system<span>  
><span>Planet Reach<span>  
><span>Office of Naval Intelligence CASTLE base<span>  
><span>ONI Section III agent number 479<span>

Agent-479 stepped into the secure room to speak with his subordinates, eager to discuss with them the plan of action for dealing with the planet of ponies that had been discovered by Commander Preston.

"I trust you have showed all of them the footage?" agent-479 asked his Colonel companion from earlier in the week, who nodded in confirmation.

"Good. Now, it seems that the Covenant have also discovered the planet of ponies. Commander Michael Preston and his Marines are doing their best to hold off the Covenant but they won't last long. I have, with the Colonel's permission, assembled a battlegroup to aid Preston and his men. All I need now is a green light from the UNSC to send this battlegroup to the planet and—" agent 479 was cut off by one of the Admirals in the room.

"Hold on a minute; why in the hell are we mobilizing a battlegroup to aid a planet of intelligent ponies against the Covenant?" the Admiral demanded.

"Commander Preston's mission was to find new alien species to help us fight the Covenant. These ponies are the only intelligent life forms the Commander has found" 479 explained.

"And you think a race of intelligent ponies can really help us against the Covenant?" the Admiral asked. "Get real!"

"What do you propose we do, Admiral?" agent-479 inquired, folding his arms over his chest.

"The way I see it the Covenant are after one thing and one thing only; humanity. Tell the Commander to abandon the planet and return to his mission, the Covenant will then leave the ponies alone. Then, if we survive this war, we'll return to their planet to make contact" the Admiral exclaimed.

Agent-479 sighed in disappointment. "Of course, Sir. I will notify the Commander immediately" he said, stepping from the secure room.

_Those ponies could be the key to the whole war._

* * *

><p>Commander Preston and the rest of the Marines returned to Canterlot, immediately taking Rainbow Dash to the infirmary. With that handled Preston and the remains of MCT-7 headed up to Princess Celestia's chambers.<p>

"I thought you were returning in the Covenant ship to pick up the rest of your forces" Celestia said, Preston shook his head.

"We ran into some problems getting one of your subjects off the ship; Pegasus named Rainbow Dash. We got her out of there but one of Twilight's friends, Rarity, was killed" the Commander explained.

"Where's Twilight?" Celestia asked, panic creeping into her voice.

"The Covenant captured her."

Princess Celestia immediately flew off the handle. "You have to go back! You have to get her out of that wretched place" the sun Goddess exclaimed.

"I don't know, she said she liked the ship. Said it was fascinating" Preston sarcastically said, Celestia immediately tried to smack him across the face but he casually blocked her hoof with his arm.

"Don't EVER try that again. Boarding the Covenant ship was a terrible plan, the only thing we can do now is attempt destroy the thing" Preston stated.

"But you'll kill Twilight!" Celestia protested, the Commander hung his head.

"Better one than all of them" Preston said. As much as Celestia hated to admit it the human was right.

"I know she's your personal student, and I know this is a hard choice. But it's best for all the ponies in your country" Commander Preston explained.

Celestia nodded and stepped out on the balcony, Preston looked back to see Sergeant Grimesy wiping the blood from his nose.

_Jenkins…Ramsey…Rarity. They're dead _Preston thought, looking up as Maxwell-021 and his two teammates stepped into the room.

"Commander, the Covenant ship is on its way here" Maxwell declared, Preston and MCT-7 jumped into action.

"Alert all personnel and instruct all vehicles to arm weapons, tell the Wolverines and Cobras to load up. The Covenant are going to throw everything they got at us, I want them pushed back for as long as possible" Preston ordered.

"Yes, Sir" Maxwell replied, he saluted the Commander and turned to leave the room.

"Spartan! One last thing" Commander Preston yelled, Maxwell turned back while his Spartans continued on their way.

"Tell 'em to give the Covenant hell" Preston exclaimed.

"With pleasure, Sir."

* * *

><p><strong>Next up the final battle against the Covenant begins.<br>****I would like to thank Michael Blackburn for beta-reading this chapter.  
><strong>

* * *

><p><em>Legal note: Thar 'Saramee, Commander Michael Preston, and all related characters belong to me. Twilight Sparkle, Princess Celestia, and all related characters belong to Hasbro. My Little Pony belongs to Hasbro. Halo belongs to 343 Industries.<em>


	13. Chapter 13: Last stand of the UNSC

**Chapter Thirteen**

**Last stand of the UNSC**

February 22nd, 2531

Equestrian star system

Skies above Equestria

Ship-master Thar 'Saramee of the CSO-class supercarrier _Divine Wind_

Mission: Eliminate all life in Equestria

Thar 'Saramee had been thoroughly dishonored; his blood had been shed, he had a permanent injury, and he had failed to eradicate the humans and the ponies.

He had failed.

"Rav I wish to have a team of Zealots report to the hangar, I will join them on a mission to capture the pony leader" Thar commanded.

"What about the Unicorn we captured, Excellency?" Rav 'Taramai inquired.

"I will deal with her" Thar answered, he stepped from the bridge and proceeded down to the brig where he was holding Twilight.

"Thar! What are you doing?" the lavender Unicorn demanded, staring at the Ship-master as he stepped in.

"Twilight Sparkle, I remember when I first arrived here; the memories I have of you are nice. But didn't you know the heresy of associating with humans?" the Sangheili asked.

"Thar there's nothing wrong with the humans, they're actually really nice people. Noble too" Twilight protested.

_That one human did stay on my ship to fight me; perhaps he was regaining his honor? _Thar wondered, his beliefs and the human's actions were thoroughly confusing him.

The Ship-master activated his energy sword and drew it back, aiming for Twilight. "Thar…please don't" the Unicorn pleaded, the Sangheili actually hesitated.

"I…don't know what I should do; the humans are vile monsters that must be killed…but…you ponies are allied with them, meaning you all must be eradicated as well" Thar explained.

The Sangheili sighed. "I'm sorry" Thar declared, he turned to walk away.

"Thar, wait! Please…disregard the Hierarchs and give up on your crusade" Twilight said, immediately enraging the Ship-master.

Thar spun and swung his sword, slashing off Twilight's horn. The former Unicorn shrieked in pain.

The Sangheili drew his sword back for the killing blow but something stopped him, he looked deep into Twilight's eyes; past the tears and fear there was something else there, something the Ship-master couldn't quite place.

Thar deactivated the energy sword and stepped from the brig, proceeding down to the hangar where his Zealots were waiting next to a Spirit drop-ship.

"Let us descend upon the vile humans and destroy them all" Thar exclaimed, he and the Zealots stepped aboard and the Spirit rocketed out of the hangar, streaking for Canterlot Tower.

* * *

><p><span>February 22nd, 2531<span>

Equestrian star system

Royal City of Canterlot

Commander Michael Preston of the UNSC destroyer _Marathon_

Mission: Survive!

"Keep the Pelicans coming; I want all ponies evacuated from the city immediately!" Commander Preston ordered as he walked throughout the royal palace.

Preston's forces had been hammering away at Covenant aircraft for close to thirty minutes and neither side showed any sign of slowing down, the Commander had personally watched as thousands upon thousands of Banshees and Seraphs poured out of the massive supercarrier.

Of course some of them had made it through, the defenses weren't perfect and there were far too many aircraft to actually have a chance of destroying. But the whole point was to hold off the Covenant until all the Ponies had been evacuated from Canterlot.

The Commander knew not all of them would make it out, some of the drop-ships would be shot down and many more ponies would just be bombed in the streets; further more he had no idea where they would go, maybe Manehattan or Fillydelphia. Possibly Stalliongrad but last Preston heard that place had been overrun by psychotic deviants*.

_This is totally fucked. Maybe I shouldn't have sacrificed the _Marathon _to damage the Covenant ship _Preston mused.

If he still had the _Marathon _he could shove as many ponies as possible into it and then retreat from Equestria, but it was too late to consider plans like that.

_All we can do is hope to hold them off until reinforcements arrive, if we even survive that long._

Suddenly Preston's radio crackled to life. _"Commander come in, I have reports that a single Covenant drop-ship has breached the perimeter and is heading for Canterlot tower"_ the _Marathon_'s former comms officer Lieutenant Jeff Chambers said over the radio.

"Copy that, I'm on my way up" Preston replied, he entered Canterlot Tower and made his way through the building, watching as the Royal Guards and UNSC Marines tried in vain to hold the Covenant back.

Just as Commander Preston stepped in to Princess Celestia's chambers the Covenant drop-ship swooped to a stop next to the balcony, a team of Elite Zealots and the Ship-master disembarked from the craft.

"Thar!" Preston exclaimed, the remains of MCT-7 took aim while Maxwell-021 and his Spartans moved to shield Celestia and Luna.

"Human. Commander. I have fought you multiple times, and I must admit you fight with honor. But your species is inferior, a blight on the galaxy, a stain left behind by the Forerunners to fend for yourselves. You are not worthy of existing" the Elite explained in perfect English.

"Believe what you will, Covenant. We will fight until the last man" Preston retorted, earning a hearty chuckle from the Elite.

"That may happen sooner than you think" Thar declared, he drew his energy sword along with the Zealots.

"Spartans, Marines, take care of those Elites. Thar is mine" Commander Preston said, the Zealots stepped past him and prepared to engage the soldiers.

"A valiant move on your part human, but a foolish one as well" Thar exclaimed, he swung the energy sword and the Commander rolled to dodge the blow, unloading his XBR55 into the Elite.

Thar swung the sword downward and slashed Preston's battle rifle in half, the Commander tackled the Elite to the ground and drew his M6G/B.

Maxwell-021 and his Spartans moved with MCT-7 to engage the Zealots, dodging swings and stabs from energy swords and making counter-attacks.

The Zealot leader stabbed his sword forward and missed, being kicked away by Maxwell. The Spartan drew his M7 SMGs and opened fire on the Elite, the rounds glanced off his shields and he charged for Maxwell again.

Sergeant Grimesy pumped and fired his shotgun, having replaced the one Private Jenkins stole from him. A Zealot descended upon the Sergeant and was blown away by the 8 gauge buckshot.

Before Grimesy could pump the action again a Zealot stabbed him through the gut and held him up by the neck.

"Let's go fucker!" Grimesy yelled, he pulled his knife and stabbed the Elite, who stumbled backwards and crashed through a window, sending the two of them plummeting down to the streets of Canterlot.

Commander Preston reloaded his M6G/B and continued firing at the Ship-master, growing increasingly frustrated as his shields just wouldn't break.

Thar stabbed his sword forward once again and the Commander dodged, turning back just in time get backhanded by Thar.

The Zealots had finished off the rest of MCT-7 and made their move on the Spartans, who were still standing with the two Princesses behind them. Maxwell-021 unleashed his SMGs on the remaining Zealots while his two companions shouldered XBR55s.

The Spartans, being the best of the best, made short work of the Zealots and were preparing to assist Commander Preston in fighting the Ship-master when suddenly a nearby window was smashed inward and in came another Zealot, brandishing two energy swords.

One of the Spartans was decapitated instantly, leaving Maxwell and his single companion to deal with the Zealot. The Elite swung his swords and the two Spartans dodged, opening fire on the massive alien.

Maxwell flicked the catches on the magazine wells for the SMGs and tilted the weapons upward, dropping the empty magazines and loading in fresh ones.

The Zealot charged for the Spartans.

Meanwhile Commander Preston was on the verge of being defeated by Thar, the massive alien had blocked most of his attacks but had failed to actually land a blow from his sword on the human, instead resorting to hand-to-hand physical attacks.

Which had certainly left their mark on the Commander.

Preston did have one more trick up his sleeve, and was about to use it. Just as Thar was about to stab the human Preston keyed a button on his radio, sending a signal to a nearby force.

The walls furthest from the Princesses suddenly detonating in a massive explosion, tearing a massive hole in the structure. Chunks of brick and shards of glass sprayed into the room, showering the Commander and Thar 'Saramee in debris. A few seconds later an AC-220 Vulture gunship soared over Canterlot Tower.

Commander Preston took the momentary distraction to continue his assault on the Covenant Ship-master; he emptied his magazine into the Elite's shields, they collapsed and the last two rounds pierced the armor and lodged halfway into the Elite's body.

Just as Preston reloaded a fuel-rod slammed into Princess Celestia's chambers, disorienting everyone as the Banshee that fired the fuel-rod flashed overhead. The Zealot that had come crashing through the window took this opportunity to kill one of the Spartans, leaving only Maxwell-021.

Another fuel-rod slammed into the chambers and detonated at the back, near the doors. The explosion almost completely enveloped Princess Luna, killing her almost immediately.

The Zealot made his move on Maxwell but was stopped by Princess Celestia, her magic shattered his energy shield and she stabbed him through the thigh with her horn. The Zealot, enraged, grabbed Celestia and threw her across the room. She came to a landing near the hole that once was the wall that held her balcony.

Maxwell pulled his knife and stabbed the Zealot through one of his hearts*; the Zealot roared and slapped a plasma grenade to the Spartan. Maxwell-021 tackled him through a window and the grenade detonated, killing them both.

Thar smacked Commander Preston away and snatched up Princess Celestia as he called for a drop-ship, one such vehicle approached and the Ship-master leaped aboard with the Princess.

"God damn it!" Preston yelled, he shook his head clear and snatched up another XBR from a dead Spartan and made his way down through Canterlot Tower, he pulled up his data-pad and instructed all Pelicans to scatter, taking their pony refugees where ever they pleased.

He then instructed all offensive craft to assault the supercarrier, hoping to buy some time before they killed them all.

Commander Preston gathered up his bridge crew and they hopped aboard Alpha-777, the custom Pelican ascended the sky as the Covenant swarmed over Canterlot like ants after their hill had been kicked over.

With Canterlot in flaming ruins the Covenant had all but won the battle for Equestria, it was now only a matter of time before they glassed the planet with the plasma projectors they still had intact.

Alpha-777 had soared from Canterlot and was immediately pursued by Covenant Seraphs, blasting away with their plasma cannons as they went.

"Get us out of here, now!" Commander Preston ordered, the pilot attempted to comply but was too late as a plasma bolt struck the aft left-side engines, the Pelican dropped from the sky like a brick before smashing into the ground, sliding along until coming to a stop just outside Ponyville Library.

Preston stepped out of the Pelican in time to see thousands of drop-ships and other aerial vehicles returning to the supercarrier, most likely returning all Covenant forces to the ship as they prepared to glass the planet.

The supercarrier waited until all vehicles had returned before slowly gliding toward the town of Ponyville, where they would begin glassing of the planet. Fires that had raged from Canterlot and other towns painted the sky in an orange glow; fires still raging and the scarred landscape had turned Equestria into a vision of hell, which is all it would be when the plasma began to rain down upon the surface.

Rainbow Dash and Applejack, who had been tossed into Alpha-777 joined the Commander and the bridge crew as the supercarrier soared ever closer to the town, the plasma projectors on the aft-section began to glow as plasma was prepared to fire.

Multiple Pelicans had also been shot down in Ponyville, forcing the ponies to remain trapped into the town as they awaited their deaths.

Suddenly from the bottom of the supercarrier a purple cylinder lowered until it came to a stop at the ground, Preston recognized it as the gravity lift that was standard on most Covenant ships.

From the gravity lift came Princess Celestia and Twilight Sparkle, the latter lacking her horn. The duo approached Commander Preston was surprised to see them.

"What happened? How did you two escape the Covenant ship?" Preston asked, Celestia sat Twilight down on the ground who was immediately approached by her concerned friends.

"We didn't. The Ship-master, Thar 'Saramee, let us go. I think he wants all ponies to be on the planet when he glasses it" Celestia answered.

"This is it, this is how we die. I don't wanna die like this" Rainbow Dash declared as she began to cry, Applejack and Twilight held her in tight hugs.

Suddenly Thar 'Saramee's voice thundered from a massive speaker hidden somewhere on the supercarrier, his voice was easily loud enough to carry for miles.

_"Ponies of Equestria; it is time. Before I finish this I will leave you one last message" _the Ship-master announced.

_"SO FULL OF HATE WERE OUR EYES THAT NONE OF US COULD SEE. OUR WAR WOULD YIELD COUNTLESS DEAD BUT NEVER VICTORY. SO LET US CAST ARMS ASIDE AND LIKE DISCARD OUR WRATH. THOU, IN FAITH, WILL KEEP US SAFE WHILST WE FIND THE PATH"_ Thar thundered, reciting the Covenant Writ of Union.

_"Goodbye, Ponies of Equestria" _Thar finished, the supercarrier stopped moving as those on the ground prepared to meet their end.

"Goodbye, girls. It was wonderful having friends such as you" Twilight Sparkle said to Rainbow Dash and Applejack, all three of them were holding in each other in a final hug.

Suddenly there was a tremendous explosion that brightened the sky, shining light all over the land for miles. Commander Preston looked up at the supercarrier to find that it had detonated, briefly turning into a second sun as the explosion ripped through the supercarrier; obliterating the entire vessel in the span of a few seconds.

It was then when tiny shards of the ship began to rain upon the ground as the smoke clouds began to clear around the site of the explosion, allowing the sun to beat its radiant light upon the surface of Equestria.

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><p><strong>*This is a reference to Michael Blackburn's Fight For Equestria parody, which is also a HaloMLP crossover.  
><strong>****Elites have two hearts.  
>If you recite the Writ of Union yourself you may learn the ending before you read it, or you could just hit next chapter and find out the normal way.<br>****I would like to thank Michael Blackburn for beta-reading this chapter.  
>Stay tuned for the final chapter and epilogue.<strong>

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><p><em>Legal note: Thar 'Saramee, Commander Michael Preston, and all related characters belong to me. Twilight Sparkle, Princess Celestia, and all related characters belong to Hasbro. My Little Pony belongs to Hasbro. Halo belongs to 343 Industries.<br>_


	14. Chapter 14: The Living End

**Chapter Fourteen  
><strong>**The Living End  
><strong>

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><p><span>February 22nd, 2531<span>  
><span>Equestrian star system<span>  
><span>Skies above Equestria<span>  
>Ship-master Thar 'Saramee of the Covenant CSO-class supercarrier <em>Divine Wind<br>_Mission: Eliminate all life in Equestria

Thar 'Saramee shoved Princess Celestia against a wall on the bridge, having brought her there so she can watch the glassing of her planet. The Ship-master had also brought Twilight Sparkle to the bridge so he could kill her in front of the Princess.

"You are pathetic, Princess. Your land is filled with feeble beings that are worthy of neither intelligence nor life. My face will be the last thing you'll ever see, but not before you witness the destruction of your planet" Thar growled.

"You're wrong Thar, we are the most worthy beings in the galaxy. Not your Covenant" Celestia replied, prompting Thar to turn and strike her.

"Heresy!" the Sangheili bellowed, he activated his energy sword and drew it back, preparing to kill the Princess.

Before he could strike, however, he noticed a glint on her neck-piece; the light reflecting off some kind of symbol. Intrigued, the Ship-master lowered his sword and took a closer look.

Thar 'Saramee gasped; on the neck-piece, leading down on both sides to a large gem, were seven glyphs of Forerunner design.

_By the GODS! She really is a descendant of the Forerunners…as well as her subjects _Thar deduced.

Horrified by the mistakes he had made the Ship-master sighed and released the two, guiding them down to the gravity lift and sending them down to the surface before returning to the bridge.

'Saramee tapped several keys on his holographic displays, his bridge officers were oblivious to what he was doing and Rav 'Taramai had been killed when a human warrior he had attached a plasma grenade to tackled him out of a window.

Thar keyed a loudspeaker used normally for reciting ancient decrees before glassing a planet, which was ironically what the bridge crew thought was about to happen.

"Ponies of Equestria; it is time. Before I finish this I will leave you one last message" Thar declared, preparing to recite an oath he finally understood.

"So full of hate were our eyes that none of us could see. Our war would yield countless dead but never victory. So let us cast arms aside and like discard our wrath. Thou, in faith, will keep us safe whilst we find the path" the Ship-master boomed.

_Ponies…our war against them was pointless _Thar mused.

"Goodbye, ponies of Equestria" the Sangheili declared, his last words before he struck the final key.

And activated the _Divine Wind_'s self-destruct mechanism.

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><p><span>March 1st, 2531<span>  
><span>Equestrian star system<span>  
><span>Ruins of Ponyville<span>  
><span>Commander Michael Preston<span>  
><span>Mission: none<span>

Michael Preston stepped into the Ponyville Library, wishing to bid his final goodbyes to Twilight and her remaining friends.

In the past week a UNSC battlegroup had arrived at Equestria to find that the Covenant had been defeated, and all that remained were the survivors of the conflict.

And now the battlegroup was to take Commander Preston and all other personnel on the planet back to UNSC space.

To say the Commander was upset was an understatement.

"Michael!" Twilight said as she approached the human, the Commander had told the ponies to stop addressing him by his title and last name.

"It's time for you to go, huh?" Twilight asked, she already knew the answer.

"Yes. But I'll never forget this place. Perhaps, once the war is over, I'll come pay you a visit" Michael said.

"I think I'd like that" Twilight replied, Preston dropped to one knee and embraced the former Unicorn in a hug.

Michael Preston looked over at Applejack and Rainbow Dash; the former had been outfitted with a pair of prototype mechanical legs. Though nothing could be done for Dash or Twilight.

"Goodbye, girls. It was a pleasure to have met you all" Preston said, he turned and started to walk outside but seemingly remembered something as he turned back.

Fishing into his pocket Preston pulled out his data-pad and took a holo-still of him smiling, transferring it to a display frame and handing it to Twilight.

"What's this?" the pony asked, looking down at the still.

"It's a picture, a holo-still, so you'll have something to remember me by" Preston explained.

"Thank you, Michael."

The Commander walked back outside and boarded the Pelican drop-ship waiting for him, the last human in Equestria. Twilight Sparkle watched the drop-ship ascend the sky until it was gone.

Leaving her and the rest of the ponies as the only beings in Equestria.

Princess Celestia stepped into her chambers, the repairs to her room and the rest of Canterlot had been finished a few days ago, and were the first repairs scheduled for Equestria.

The Princess sighed, stepping through the room; the blood on the floor still hadn't been cleaned, leaving several tacky stains on the floor.

Looking at one of the bloodstains reminded her of her sister's death; the funeral was tomorrow, it was not something the Princess was looking forward to.

The Princess stepped out onto her balcony and looked out at Equestria, mainly Ponyville as those in the town were still busy making their own repairs.

The Princess sighed once again and pulled her crown off her head, turning into simple Celestia with just a flick of her horn. She levitated the crown in front of her eyes, looking over the Forerunner glyphs etched upon the elegant headdress.

Celestia returned the crown to its original position and looked up at the sky, wondering what else was up there.

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><p><strong>Epilogue<strong>

**Commander Michael Preston returned to UNSC space where he was debriefed extensively before being allowed to continue active duty, he was assigned to a _Marathon_-class cruiser called the _Everlasting Freedom _where he served for the remainder of his time in the war. He reached the rank of lower Rear Admiral before he was killed in the battle of New Jerusalem, one month after the fall of Reach.**

**Twilight Sparkle adjusted to life without a horn with only moderate difficulty, her dragon assistant Spike helping her through most of the process. She has been told by Princess Celestia that with extensive help Twilight would be able to regrow her horn by 2540.**

**Rainbow Dash never got over the deaths of three of her friends and mourned over them everyday of her life. That, coupled with the loss of her wings, forced Dash into a deep and spiraling depression. She muddled through it before finally taking her own life in 2535.**

**Applejack had trouble with her mechanical legs at first, but eventually adjusted to them. Though they are not strong enough to buck apple trees with she can stand up on them and use her fore legs to strike the trees. She lives on Sweet Apple Acres to this day.**

**Scootaloo made a full recovery from her injuries and grew up to live a normal life. She and her friends were a few of the least psychologically traumatized by the Equestrian/Covenant war.**

**Princess Celestia mourned over Luna's death for the appropriate amount of time before continuing her duties as the ruler of Equestria. She remains in power to this day.**

**Equestria was eventually completely repaired, leaving the only evidence of the Covenant presence as the ponies who witnessed the conflict.**

**The UNSC attempted to return to Equestria once the war was finished. They followed the coordinates Commander Preston had left behind but they never found the planet, and still haven't to this day. The Office of Naval Intelligence suspects that the Commander uploaded false coordinates.**

**When the _Divine Wind _self-destructed it took with it the only record of Equestria the Covenant had, including its location. The Covenant were unable to locate Equestria until their eventual destruction in December of 2552.**

**To this day no other alien species has ever discovered Equestria.**

**And no other species ever will.**

**Except the Flood.  
><strong>

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><p><strong>End of 'Ever Wonder what's up There'<br>**

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><p><strong>*This is agent-479, he authorized the battlegroup to mobilize when he learned that Commander Preston no longer possessed a ship.<strong>

**Author's Note: I would like to thank Michael Blackburn for beta-reading this story; his praise and help and the reviews provided by the readers are what allowed me to press on, undaunted, in the face of impossible odds brought forth by the armies of Writer's Block. I salute you Lord Blackburn.**

**And before you ask I am indeed working on a sequel which will be posted soon****. My next story is going to be a human-in-Equestria story but I'm going to try and make it more original than most of the H.I.E. stories out there.**

**Thank you for taking the time to read and review this story(if the latter applies to you), both gestures mean a lot to me.**


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